0001193125-12-398124.txt : 20120920 0001193125-12-398124.hdr.sgml : 20120920 20120920134457 ACCESSION NUMBER: 0001193125-12-398124 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120920 DATE AS OF CHANGE: 20120920 EFFECTIVENESS DATE: 20120920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALASSIS COMMUNICATIONS INC CENTRAL INDEX KEY: 0000883293 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 382760940 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-128158 FILM NUMBER: 121101688 BUSINESS ADDRESS: STREET 1: 19975 VICTOR PARKWAY CITY: LIVONIA STATE: MI ZIP: 48152 BUSINESS PHONE: 3135913000 MAIL ADDRESS: STREET 1: 19975 VICTOR PARKWAY CITY: LIVONIA STATE: MI ZIP: 48152 S-8 POS 1 d414115ds8pos.htm POST-EFFECTIVE AMENDMENT NO.4 TO FORM S-8 Post-Effective Amendment No.4 To Form S-8

As filed with the Securities and Exchange Commission on September 20, 2012

Registration No. 333-128158

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 4 TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

VALASSIS COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   38-2760940

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification Number.)

19975 Victor Parkway

Livonia, Michigan 48152

(734) 591-3000

(Address of Principal Executive Offices,

including Zip Code and Telephone Number)

 

 

VALASSIS COMMUNICATIONS, INC. 2005 EXECUTIVE RESTRICTED STOCK PLAN

VALASSIS COMMUNICATIONS, INC. 2005 EMPLOYEE AND DIRECTOR RESTRICTED STOCK AWARD PLAN

VALASSIS COMMUNICATIONS, INC. BROAD-BASED INCENTIVE PLAN

(Full Title of the Plan)

Todd L. Wiseley, Esq.

Valassis Communications, Inc.

19975 Victor Parkway

Livonia, Michigan 48152

(734) 591-3000

(Name, Address, including Zip Code, and Telephone Number,

including Area Code, of Agent for Service)

 

 

 

Copies to:

Amy S. Leder, Esq.

McDermott Will & Emery LLP

340 Madison Avenue

New York, New York 10173

(212) 547-5400


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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

 

Large Accelerated Filer  x   Accelerated Filer  ¨
Non-Accelerated Filer  ¨   Smaller Reporting Company  ¨
(Do not check if a smaller reporting company)  

 

 

 


EXPLANATORY NOTE

Valassis Communications, Inc., a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 4 to Form S-8 Registration Statement to deregister certain shares of the Registrant’s common stock, par value $.01 per share (the “Common Stock”), originally registered by the Registrant pursuant to its Registration Statement on Form S-8 (Commission File No. 333-128158 and referred to herein as the “Registration Statement”) filed with the United States Securities and Exchange Commission (the “Commission”) on September 7, 2005 to be offered and sold pursuant to the Valassis Communications, Inc. Broad-Based Incentive Plan (the “Prior Plan”). A total of 650,000 shares of Common Stock were initially registered for issuance under the Prior Plan pursuant to the Registration Statement.

On April 24, 2008, the Registrant’s shareholders approved the Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan (as subsequently amended by the shareholders on May 3, 2012, the “2008 Plan”), which replaced the Prior Plan as of the date of approval. Following the approval of the 2008 Plan, no future awards may be made under the Prior Plan. Pursuant to the 2008 Plan, any shares of Common Stock subject to an outstanding award under the Prior Plan that is canceled, expired, forfeited, settled in cash or otherwise terminated without a delivery of shares to the grantee are made available for awards under the 2008 Plan. Accordingly, an aggregate of 54,473 additional shares (the “Additional Carried Forward Shares”) have been included in the shares reserved for issuance under the 2008 Plan as a result of the cancellation, expiration, forfeiture, settlement in cash or other termination of previously made awards under the Prior Plan during the period between December 5, 2011 and September 19, 2012. The Additional Carried Forward Shares were registered under the Registration Statement and are hereby deregistered. The Registration Statement, as amended by Post-Effective Amendment No. 1, Post-Effective Amendment No. 2 and Post-Effective Amendment No. 3 filed with the Commission on June 30, 2008, December 14, 2010 and December 5, 2011, respectively, otherwise remains in effect as to the shares of Common Stock remaining available for offer and sale pursuant thereto.

Contemporaneously with the filing of this Post-Effective Amendment No. 4 to Form S-8 Registration Statement, the Registrant is filing a Registration Statement on Form S-8 to register the Additional Carried Forward Shares for issuance pursuant to the 2008 Plan.

To the extent any additional shares of Common Stock that remain subject to outstanding awards under the Prior Plan otherwise would have been returned to the Prior Plan after September 19, 2012 on account of the cancellation, expiration, forfeiture, settlement in cash or other termination without a delivery of shares of such outstanding awards, those shares of Common Stock instead will be included in the reserve of shares of Common Stock for issuance under the 2008 Plan. Accordingly, the Registrant may periodically file additional post-effective amendment(s) to the Registration Statement and additional Registration Statement(s) on Form S-8 in order to carry forward such shares of Common Stock from the Prior Plan to the 2008 Plan for issuance thereunder.

 

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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 this Post-Effective Amendment No. 4 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Livonia, State of Michigan, on the 20th day of September, 2012.

 

VALASSIS COMMUNICATIONS, INC.
By:   /s/  Robert A. Mason
 

Robert A. Mason

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 4 to Form S-8 Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

SIGNATURE

  

TITLE

 

DATE

/s/  Joseph B. Anderson, Jr.

  

Director

  September 20, 2012
Joseph B. Anderson, Jr.     

*

  

Director

  September 20, 2012
Patrick F. Brennan     

*

  

Director

  September 20, 2012
Kenneth V. Darish     

*

  

Director

  September 20, 2012
Walter H. Ku     

/s/  Robert A. Mason

Robert A. Mason

  

President, Chief Executive Officer and Director
(Principal Executive Officer)

  September 20, 2012

/s/  Robert L. Recchia

Robert L. Recchia

  

Chief Financial Officer and Director
(Principal Financial and Accounting Officer)

  September 20, 2012

/s/  Thomas J. Reddin

  

Director

  September 20, 2012
Thomas J. Reddin     

/s/  Alan F. Schultz

  

Director

  September 20, 2012
Alan F. Schultz     

/s/  Wallace S. Snyder

  

Director

  September 20, 2012
Wallace S. Snyder     

 

3


*

  

Director

  September 20, 2012
Faith Whittlesey     

 

 

*By:   /s/  Alan F. Schultz
  Alan F. Schultz
  Attorney-in-fact

 

 

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