As filed with the Securities and Exchange Commission on January 24, 2012
Registration No. 333-139274
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1
to
Form S8
Registration Statement
UNDER
THE SECURITIES ACT OF 1933
Etablissements Delhaize Frères et Cie Le Lion
(Groupe Delhaize)
(Exact name of registrant as specified in its charter)*
Delhaize Brothers and Co. The Lion
(Delhaize Group)
(Translation of registrants name into English)
* | The registrants charter (articles of association) specifies the registrants name in French, Dutch and English. |
Belgium | 98-0226019 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
Square Marie Curie 40
1070 Brussels
Belgium
(Address of principal executive offices)
J. H. HARVEY CO., LLC RETIREMENT PLAN
(Full title of the plan)
G. Linn Evans
Delhaize America, LLC
2110 Executive Drive
Salisbury, North Carolina 28147
(704) 633-8250
(Name, address and telephone number, including area code, of agent for service)
With a copy to:
J. Steven Patterson
Hunton & Williams, LLP
2200 Pennsylvania Avenue, N.W.
Washington, DC 20037
(202) 955-1500
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 | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
DEREGISTRATION OF UNSOLD SECURITIES
On December 12, 2006, Etablissements Delhaize Frères et Cie Le Lion (Groupe Delhaize) (the Registrant) filed a registration statement on Form S-8 (File No. 333-139274) (the Registration Statement) with the Securities and Exchange Commission to register 7,650,000 of the Registrants Ordinary Shares without nominal value (Ordinary Shares), represented by American Depositary Shares (ADSs), of which 150,000 were registered for offer and sale under the J.H. Harvey Co., LLC Retirement Plan (the Harvey Plan) and 7,500,000 were registered for offer and sale under the Delhaize Group 2002 Stock Incentive Plan (the Delhaize Group 2002 SIP and, collectively, with the Harvey Plan, the Plans) and, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, an indeterminate amount of interests in the Harvey Plan (together with the Ordinary Shares, represented by ADSs, the Securities).
The Harvey Plan has been amended to eliminate the ability of employees to invest additional employee contributions in a fund containing Ordinary Shares, represented by ADSs, under such Plan. Accordingly, pursuant to the undertaking of the Registrant contained in the Registration Statement to remove from registration by means of post-effective amendment any of the Securities which remain unsold under the Registration Statement, the Registrant hereby deregisters all the Securities registered under the Registration Statement for offer and sale under the Harvey Plan that have not been sold under the Harvey Plan as of the date hereof.
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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. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized,, in the City of Salisbury, State of North Carolina, on January 24, 2012.
ETABLISSEMENTS DELHAIZE FRÈRES ET | ||
CIE LE LION (GROUPE DELHAIZE) | ||
By: | /s/ G. Linn Evans | |
G. Linn Evans | ||
Senior Vice President |
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