S-8 POS 1 ds8pos.htm POST-EFFECTIVE AMENDMENT NO.1 Post-Effective Amendment No.1

As filed with the Securities and Exchange Commission on October 11, 2007

Registration No. 33-42188


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


GSI COMMERCE, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   04-2958132

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

935 First Avenue, King of Prussia, PA   19406
(Address of Principal Executive Offices)   (Zip Code)

 


Ryka Inc. 1987 Stock Option Plan;

Ryka Inc. 1988 Stock Option Plan;

Ryka Inc. 1990 Stock Option Plan; and

Agreement dated January 1, 1988 between Ryka Inc.

and Henry D. Swartz, as amended

(Full title of the plans)

 


Arthur H. Miller

Executive Vice President and General Counsel

GSI Commerce, Inc.

935 First Avenue

King of Prussia, PA 19406

(Name and address of agent for service)

 


(610) 491-7000

(Telephone number, including area code, of agent for service)

 


Copies to:

Francis E. Dehel, Esq.

Melissa Palat Murawsky, Esq.

Blank Rome LLP

One Logan Square

Philadelphia, PA 19103

(215) 569-5500

 



DEREGISTRATION OF SECURITIES

GSI Commerce, Inc. (formerly known as Global Sports, Inc. and Ryka Inc.)(the “Registrant”) is filing this Post-Effective Amendment No. 1 to deregister under this registration statement certain shares of the Registrant’s common stock, par value $.01 per share (the “Common Stock”), originally registered for issuance under the Ryka Inc. 1987 Stock Option Plan, the Ryka Inc. 1988 Stock Option Plan, the Ryka Inc. 1990 Stock Option Plan, and the Agreement dated January 1, 1988 between Ryka Inc. and Henry D. Swartz, as amended (collectively, the “Plans”) pursuant to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on August 12, 1991 (Registration No. 33-42188) (the “Registration Statement”). Pursuant to the Registration Statement, a total of 1,888,421 shares of Common Stock were originally registered for issuance under the Plans.

The Plans have either expired in accordance with their terms or have been terminated. Pursuant to an undertaking made by the Registrant in the Registration Statement, the Registrant hereby removes from registration the shares of Common Stock that had not been issued upon expiration or termination of the Plans.

 

Item 8. Exhibits

The following exhibit is filed as part of this registration statement.

 

Exhibit No.

 

Description

24.1

  Power of Attorney


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in King of Prussia, Pennsylvania, on the date indicated.

 

    GSI COMMERCE, INC.
Date October 11, 2007    
   

*

    Michael G. Rubin,
    Chairman of the Board, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

 

Signature

  

Title(s)

  

Date

*

   Chairman of the Board, President and    October 11, 2007

Michael G. Rubin

   Chief Executive Officer (principal executive officer)   

*

   Executive Vice President, Finance and    October 11, 2007

Michael R. Conn

   Chief Financial Officer (principal financial officer and principal accounting officer)   

*

   Director    October 11, 2007

M. Jeffrey Branman

     

*

   Director    October 11, 2007

Michael J. Donahue

     

*

   Director    October 11, 2007

Ronald D. Fisher

     

*

   Director    October 11, 2007

John A. Hunter

     


Signature

  

Title(s)

  

Date

*

   Director    October 11, 2007
Mark S. Menell      

*

   Director    October 11, 2007
Jeffrey F. Rayport      

*

   Director    October 11, 2007

Andrea M. Weiss

     

 

*By:  

/s/ Michael R. Conn

 

Michael R. Conn

Attorney–in–Fact


EXHIBIT INDEX

 

Exhibit No.

 

Description

24.1

  Power of Attorney