As filed with the Securities and Exchange Commission on June 26, 2015
Registration No. 333-106016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BOB EVANS FARMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 31-4421866 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 8111 Smith’s Mill Road, New Albany, Ohio | 43054 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Bob Evans Farms, Inc. and Affiliates 401K Retirement Plan
(Full title of the plans)
Kevin C. O’Neil
Vice President, Assoc. General Counsel
and Asst. Corporate Secretary
Bob Evans Farms, Inc.
8111 Smith’s Mill Road
New Albany, Ohio
(Name and address of agent for service)
(614) 491-2225
(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 small 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 | ¨ | |||
EXPLANATORY NOTE
Bob Evans Farms, Inc., a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 2 to its Form S-8 Registration Statement, to deregister any remaining shares of $.01 par value common stock and any plan interests previously registered by the Registrant but unsold pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on July 15, 2005, as Registration No. 333-106016. In addition, the Registration Statement covered an indeterminate amount of interests to be offered or sold pursuant to the Plan.
Contemporaneously with the filing of this Post-Effect Amendment No. 2 to Form S-8 Registration Statement, the Registrant is filing a new Registration Statement on Form S-8 (the “New Registration Statement”) to register the new shares and an indeterminate amount of interests to be offered or sold pursuant to the Plan.
The Registrant hereby removes from registration, by means of this Post-Effective Amendment No. 2 to its Form S-8 Registration Statement, any and all of the shares of common stock and related Plan interests registered but unsold under the Registration Statement.
[Signature page to immediately follow.]
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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 to this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Albany, State of Ohio, on June 26, 2015.
| BOB EVANS FARMS, INC. | ||
| By: | /s/ Kevin C. O’Neil | |
| Kevin C. O’Neil | ||
| Vice President, Assoc. General Counsel and Asst. Corporate Secretary | ||
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 26, 2015.
| Signature |
Title | |||
| /s/ Mark E. Hood |
Member, Office of the Chief Executive | |||
| Mark E. Hood | (Principal Executive Officer) | |||
| /s/ J. Michael Townsley |
Member, Office of the Chief Executive | |||
| J. Michael Townsley | (Principal Executive Officer) | |||
| /s/ Mark E. Hood |
Chief Financial Officer | |||
| Mark E. Hood | (Principal Financial Officer) | |||
| /s/ Sylvester J. Johnson |
Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) | |||
| Sylvester J. Johnson | ||||
| Douglas N. Benham | } | |||
| Charles M. Elson | } | |||
| Michael J. Gasser | } | |||
| Mary Kay Haben | } | Directors* | ||
| David W. Head | } | |||
| Kathleen S. Lane | } | |||
| Eileen A. Mallesch | } | |||
| Larry S. McWilliams | } | |||
| Kevin M. Sheehan | } | |||
| Michael F. Weinstein | } | |||
| Paul S. Williams | } |
| * | The above-named directors of the Registrant sign this Registration Statement by Kevin C. O’Neil, their attorney-in-fact, pursuant to the Power of Attorney signed by the above-named directors, which Power of Attorney is filed as Exhibit 24 to this Registration Statement. |
| By: | /s/ Kevin C. O’Neil | |
| Kevin C. O’Neil, Attorney-in-Fact |
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