UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-168574
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-163481
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-148518
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-111949
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-75686
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-72248
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-51912
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-84959
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-35223
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 33-60459
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 33-67128
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 33-17552
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 33-41660
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 33-50998
UNDER
THE SECURITIES ACT OF 1933
THE TIMBERLAND COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE |
|
02-0312554 |
(State or other jurisdiction of |
|
(IRS employer identification |
200 DOMAIN DRIVE
STRATHAM, NH 03885
(Address of Principal Executive Offices)
The Timberland Company 2007 Incentive Plan, as amended
1991 Employee Stock Purchase Plan, as amended
The Timberland Company 2007 Incentive Plan
1997 Incentive Plan
1997 Incentive Plan
2001 Non-Employee Directors Stock Plan
Deferred Compensation Plan
1991 Employee Stock Option Plan
1997 Stock Option Plan For Non-Executive Employees; 1997 Incentive Plan
1991 Employee Stock Purchase Plan
1987 Stock Option Plan
1987 Employee Stock Purchase Plan
1991 Employee Stock Purchase Plan
1991 Non-Employee Directors Stock Option Plan
(Full Title of the Plan)
Danette Wineberg, Esq.
Vice President, General Counsel and Secretary
The Timberland Company
200 Domain Drive
Stratham, New Hampshire 03885
(603) 772-9500
(Name, Address and Telephone Number,
including Area Code, of Agent for Service)
Copy to:
William J. Chudd, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450 - 4000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
|
x |
|
Accelerated filer |
|
o |
Non-accelerated filer |
|
o |
|
Smaller reporting company |
|
o |
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (each, a Post-Effective Amendment, and collectively, the Post-Effective Amendments), filed by The Timberland Company, a Delaware corporation (the Company or Timberland), deregister all securities remaining unissued under the following registration statements on Form S-8 filed by the Company (the Registration Statements) with the U.S. Securities and Exchange Commission (the SEC), pertaining to the registration of shares of stock and interests therein offered under certain employee benefit and equity plans and agreements (the Plans):
Registration |
|
Date Filed With |
|
Name of Equity Plan or Agreement |
333-168574 |
|
August 6, 2010 |
|
The Timberland Company 2007 Incentive Plan, as amended |
333-163481 |
|
December 4, 2009 |
|
1991 Employee Stock Purchase Plan, as amended |
333-148518 |
|
January 8, 2008 |
|
The Timberland Company 2007 Incentive Plan |
333-111949 |
|
January 15, 2004 |
|
1997 Incentive Plan |
333-75686 |
|
December 21, 2001 |
|
1997 Incentive Plan |
333-72248 |
|
October 26, 2001 |
|
2001 Non-Employee Directors Stock Plan |
333-51912 |
|
December 15, 2000 |
|
Deferred Compensation Plan |
333-84959 |
|
August 11, 1999 |
|
1991 Employee Stock Option Plan |
333-35223 |
|
September 9, 1997 |
|
1997 Stock Option Plan For Non-Executive Employees; 1997 Incentive Plan |
33-60459 |
|
June 21, 1995 |
|
1991 Employee Stock Purchase Plan |
33-67128 |
|
August 6, 1993 |
|
1987 Stock Option Plan |
33-17552 |
|
September 30, 1987 |
|
1987 Employee Stock Purchase Plan |
33-41660 |
|
July 9, 1991 |
|
1991 Employee Stock Purchase Plan |
33-50998 |
|
August 18, 1992 |
|
1991 Stock Option Plan for Non-Employee Directors |
On June 12, 2011, the Company entered into an Agreement and Plan of Merger with V.F. Corporation, a Pennsylvania corporation (VF), and VF Enterprises, Inc., a Delaware corporation and a direct wholly-owned subsidiary of VF (Merger Sub), providing for, among other things, the merger of Merger Sub with and into the Company (the Merger), with the Company continuing as the surviving corporation as a direct wholly-owned subsidiary of VF. The Merger became effective on September 13, 2011 (the Effective Time), pursuant to the Certificate of Merger filed with the Secretary of State of the State of Delaware.
In connection with the Merger, the Company has terminated the Plans and all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities
which remain unsold at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statements that remain unsold as of the date of these Post-Effective Amendments and terminates the effectiveness of the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Stratham, the State of New Hampshire, on this 14th day of September, 2011.
|
THE TIMBERLAND COMPANY | |
|
|
|
Date: September 14, 2011 |
By: |
/s/ Carrie W. Teffner |
|
|
Name: Carrie W. Teffner |
|
|
Title: Chief Financial Officer |
Pursuant to the requirements of Securities Act of 1933, these Post-Effective Amendments to the Registration Statements on Form S-8 have been signed by the following persons on this 14th day of September, 2011 in the capacities indicated.
/S/ STEVEN E. RENDLE |
|
President and Chief Executive Officer |
STEVEN E. RENDLE |
|
(Principal Executive Officer) |
|
|
|
/S/ CARRIE W. TEFFNER |
|
Chief Financial Officer |
CARRIE W. TEFFNER |
|
(Principal Financial Officer) |
|
|
|
/S/ LAURA C.MEAGHER |
|
Director |
LAURA C.MEAGHER |
|
|