As filed with the Securities and Exchange Commission on May 26, 2022.

Registration No. 333-153658

Registration No. 333-154525

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

POST-EFFECTIVE AMENDMENT NO. 1 TO:

FORM S-8 REGISTRATION STATEMENT NO. 333-153658

FORM S-8 REGISTRATION STATEMENT NO. 333-154525

UNDER THE SECURITIES ACT OF 1933

_____________________________

HELEN OF TROY LIMITED

(Exact name of registrant as specified in its charter)

Bermuda	74-2692550
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Clarendon House

2 Church Street

Hamilton, Bermuda

(Address, including Zip Code, of Principal Executive Offices)

Helen of Troy Limited

2008 Employee Stock Purchase Plan

and

Helen of Troy Limited

2008 Non-Employee Directors Stock Incentive Plan

(Full title of the plan)

Tessa Judge, Chief Legal Officer

C/O Helen of Troy L.P.

One Helen of Troy Plaza

El Paso, Texas 79912

(Name and address of agent for service)

(915) 225-8000

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

with a copy to:

Amar Budarapu

Baker & McKenzie LLP

1900 North Pearl, Suite 1500

Dallas, Texas 75201

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer
Non-accelerated filer		Smaller reporting company
		Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SHARES

Helen of Troy Limited (the “Company”) is filing this Post-Effective Amendment No. 1 to Registration Statements (the “Post-Effective Amendment”) in order to withdraw and remove from registration the unissued and unsold common shares of the Company previously registered by the Company pursuant to its Registration Statement on Form S-8 (File No. 333-153658) which relates to the Company's 2008 Employee Stock Purchase Plan and Registration Statement on Form S-8 (File No. 333-154525) which relates to the Company's 2008 Non-Employee Directors Stock Incentive Plan, both of which have expired (collectively, the “Registration Statements”). This Post-Effective Amendment hereby amends the Registration Statements to deregister all of the unissued and unsold common shares of the Company registered under the Registration Statements. As a result of this deregistration, no common shares of the Company remain registered for sale pursuant to the Registration Statements.

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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 Post-Effective Amendment No. 1 to Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of El Paso, State of Texas, on this 25 day of May, 2022.

HELEN OF TROY LIMITED

By: /s/ Julien R. Mininberg

    Julien R. Mininberg

    Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statements on Form S-8 has been signed by the following persons in the capacities and on the date indicated.

NAME	TITLE	DATE
/s/ Julien R. Mininberg	Chief Executive Officer, Director and Principal Executive Officer	May 25, 2022
Julien R. Mininberg
/s/ Matthew J. Osberg	Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer	May 25, 2022
Matthew J. Osberg
/s/ Timothy F. Meeker	Director, Chairman of the Board	May 11, 2022
Timothy F. Meeker
/s/ Gary B. Abromovitz	Director, Deputy Chairman of the Board	May 11, 2022
Gary B. Abromovitz
/s/ Krista L. Berry	Director	May 23, 2022
Krista L. Berry
/s/ Vincent D. Carson	Director	May 24, 2022
Vincent D. Carson
/s/ Thurman K. Case	Director	May 23, 2022
Thurman K. Case
/s/ Tabata Gomez	Director	May 24, 2022
Tabata Gomez
/s/ Elena Otero	Director	May 24, 2022
Elena Otero

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/s/ Beryl B. Raff	Director	May 23, 2022
Beryl B. Raff
/s/ Darren G. Woody	Director	May 18, 2022
Darren G. Woody

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