rad_s-8pos.htm
 
As filed with the Securities and Exchange Commission on June 14, 2011
Registration No. 333-105662



 
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
_____________________________
 
Rite Aid Corporation

(Exact Name of Registrant as Specified in Its Charter)
_____________________________

Delaware
 
23-1614034
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
_____________________________
 
30 Hunter Lane
Camp Hill, Pennsylvania 17011
(717) 761-2633
(Address of Principal Executive Offices)
_____________________________
 
Rite Aid Services, L.L.C. 401(k) Plan
Rite Aid 401(k) Distribution Employees Savings Plan
The Rite Aid 401(k) Plan

(Full Titles of the Plans)
_____________________________
 
   
Copies to:
Marc A. Strassler, Esq.
 
Stacy J. Kanter, Esq.
Executive Vice President and General Counsel
 
Michael J. Zeidel, Esq.
Rite Aid Corporation
 
Skadden, Arps, Slate, Meagher & Flom LLP
30 Hunter Lane
 
Four Times Square
Camp Hill, Pennsylvania 17011
 
New York, NY 10036
(717) 761-2633
 
(212) 735-3000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)    
 
_____________________________

 
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 SECURITIES
 
Rite Aid Corporation, a Delaware corporation (“Rite Aid”), is filing this Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) to deregister certain securities originally registered by Registration Statement on Form S-8 (File No. 333-105662) (the “Registration Statement”). The Registration Statement registered 8,060,000 shares of common stock, par value $1.00 per share (the “Common Stock”), that may be issued and sold under the Rite Aid Services, L.L.C. 401(k) Plan, the Rite Aid 401(k) Distribution Employees Savings Plan, and The Rite Aid 401(k) Plan (collectively, the “Plans”), and interests in the Plans to be offered or sold pursuant to the Plans.
 
In November 2010, all of the shares of Common Stock in the Plans were liquidated and no new shares of Common Stock have been issued under the Plans. This Post-Effective Amendment terminates the offering of all securities pursuant to the Registration Statement.
 
Concurrently with the filing of this Post-Effective Amendment, Rite Aid has filed a Certification and Notice of Termination of Registration under Section 12(h) of the Securities Exchange Act, as amended (the “Exchange Act”), to terminate the reporting obligations of the Plans under the Exchange Act.
 
The offering contemplated by this Registration Statement has been terminated. Pursuant to the undertakings contained in Part II of the Registration Statement, Rite Aid is removing from registration, by means of this Post-Effective Amendment, all securities registered under the Registration Statement.


 
 

 

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Camp Hill, State of Pennsylvania, on June 14, 2011.
 
       
 
RITE AID CORPORATION
     
 
By:
 
/s/ MARC. A. STRASSLER
     
Marc A. Strassler
Executive Vice President
 
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities indicated on June14, 2011
 
Signature
 
Title
     
/s/ JOHN T. STANDLEY
 
President, Chief Executive Officer and Director (principal executive officer)
John T. Standley
   
     
     
/s/ MARY F. SAMMONS
 
Chairman of the Board
Mary F. Sammons
   
     
/s/ FRANK G. VITRANO
 
Chief Financial Officer, Chief Administrative Officer and Senior Executive Vice President (principal financial officer)
Frank G. Vitrano
   
     
/s/ DOUGLAS E. DONLEY
 
Chief Accounting Officer and Senior Vice President (principal accounting officer)
Douglas E. Donley
   
     
/s/ JOSEPH B. ANDERSON, JR.
 
Director
Joseph B. Anderson, Jr.
   
     
/s/ JOHN M. BAUMER
 
Director
John M. Baumer
   
     
/s/ ANDRE BELZILE
 
Director
Andre Belzile
   
     
/s/ FRANCOIS J. COUTU
 
Director
Francois J. Coutu
   
     
/s/ MICHEL COUTU
 
Director
Michel Coutu
   
     
/s/ JAMES L. DONALD
 
Director
James L. Donald
   
     
/s/ DAVID R. JESSICK
 
Director
David R. Jessick
   
 
 
 

 
 
Signature   Title
     
/s/ ROBERT G. MILLER
 
Director
Robert G. Miller
   
     
/s/ MICHAEL N. REGAN
 
Director
Michael N. Regan
   
     
/s/ PHILIP G. SATRE
 
Director
Philip G. Satre
   
     
/s/ MARCY SYMS
 
Director
Marcy Syms
   
     
/s/ DENNIS WOOD
 
Director
Dennis Wood
   
 


 
 

 

 
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Camp Hill, State of Pennsylvania, on June 14, 2011.
 
 
THE RITE AID 401(k) PLAN
     
 
By:
/s/ KENNETH BLACK
 
   
Kenneth Black, not in his individual capacity, but solely as an authorized signatory for the Employee Benefits Administration Committee
 
 
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Camp Hill, State of Pennsylvania, on June 14, 2011.
 
 
RITE AID 401(k) DISTRIBUTION EMPLOYEES SAVINGS PLAN
     
 
By:
/s/ KENNETH BLACK
 
   
Kenneth Black, not in his individual capacity, but solely as an authorized signatory for the Employee Benefits Administration Committee
 
 
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Camp Hill, State of Pennsylvania, on June 14, 2011.
 
 
RITE AID SERVICES, L.L.C. 401(k) PLAN
     
 
By:
/s/ KENNETH BLACK
 
   
Kenneth Black, not in his individual capacity, but solely as an authorized signatory for the Employee Benefits Administration Committee