As filed with the Securities and Exchange Commission on October 26, 2012

Registration No. 333-143062		Registration No. 333-124097
Registration No. 333-40556		Registration No. 333-91431
Registration No. 333-49393		Registration No. 033-77478
Registration No. 033-77476		Registration No. 033-39870
Registration No. 033-04483		Registration No. 002-78140
Registration No. 002-78139

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-143062

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-124097

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-40556

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-91431

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-49393

Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 033-77478

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 033-77476

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 033-39870

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 033-04483

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 002-78140

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 002-78139

UNDER

THE SECURITIES ACT OF 1933

 

 

J. ALEXANDER’S CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Tennessee		62-0854056
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
P.O. Box 24300
3401 West End Avenue, Suite 260
Nashville, Tennessee		37203
(Address of Principal Executive Offices)		(Zip Code)

 

 

J. Alexander’s Corporation Amended and Restated 2004 Equity Incentive Plan

J. Alexander’s Corporation 2004 Equity Incentive Plan

J. Alexander’s Corporation 1994 Employee Stock Incentive Plan, as amended

J. Alexander’s Corporation 1999 Loan Program

Volunteer Capital Corporation 1985 Stock Option Plan

Volunteer Capital Corporation 1994 Employee Stock Incentive Plan

Volunteer Capital Corporation 1990 Stock Option Plan for Outside Directors

Winners Corporation 1985 Stock Option Plan

Winners Corporation 1982 Incentive Stock Option Plan

Winners Corporation 1982 Employee Stock Purchase Plan

(Full Titles of Plans)

 

 

R. Gregory Lewis

P.O. Box 24300

3401 West End Avenue, Suite 260

Nashville, Tennessee 37203

(Name and Address of Agent For Service)

(615) 269-1900

(Telephone Number, Including Area Code, of Agent For Service)

 

 

With Copies to:

F. Mitchell Walker, Jr.

Lori B. Morgan

Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, Tennessee 37201

(615) 742-6200

 

 

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		¨		Accelerated filer		¨
Non-accelerated filer		¨		Smaller reporting company		x

 

 

 

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DEREGISTRATION OF SECURITIES

These Post-Effective Amendments (each, a “Post-Effective Amendment,” and collectively, the “Post-Effective Amendments”), filed by J. Alexander’s Corporation, a Tennessee corporation (the “Company”), relate to the following Registration Statements on Form S-8 filed by the Company (the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”), pertaining to the registration of shares of common stock, par value $.05 per share (the “Shares”) offered under certain employee benefit and equity plans and agreements to remove from registration all Shares previously registered under the Registration Statements that have not been sold or otherwise issued as of the date of these Post Effective Amendments.

 

Registration No.		Date Filed with the SEC		Name of Equity Plan or Agreement		Shares Registered
333-143062		May 17, 2007		J. Alexander’s Corporation Amended and Restated 2004 Equity Incentive Plan		300,000
333-124097		April 15, 2005		J. Alexander’s Corporation 2004 Equity Incentive Plan		370,000
333-40556		June 30, 2000		J. Alexander’s Corporation 1994 Employee Stock Incentive Plan, as amended		400,000
333-91431		November 22, 1999		J. Alexander’s Corporation 1999 Loan Program		400,000
333-49393		April 3, 1998		J. Alexander’s Corporation 1994 Employee Stock Incentive Plan		250,000
033-77478		April 7, 1994		Volunteer Capital Corporation 1985 Stock Option Plan		149,000
033-77476		April 7, 1994		Volunteer Capital Corporation 1994 Employee Stock Incentive Plan		350,000
033-39870		April 9, 1991		Volunteer Capital Corporation 1990 Stock Option Plan for Outside Directors		200,000
033-04483		April 1, 1986		Winners Corporation 1985 Stock Option Plan		200,000
002-78140		June 25, 1982		Winners Corporation 1982 Incentive Stock Option Plan		100,000
002-78139		June 25, 1982		Winners Corporation 1982 Employee Stock Purchase Plan		150,000

On July 30, 2012, the Company, entered into an Amended and Restated Agreement and Plan of Merger with Fidelity National Financial, Inc., a Delaware corporation (“Parent”), New Athena Merger Sub, Inc., a Tennessee corporation and an indirect, wholly owned subsidiary of Parent (“Merger Sub”) and certain affiliates of Parent, which was amended on September 5, 2012 by the First Amendment to Amended and Restated Agreement and Plan of Merger (as amended, the “Merger Agreement”). The Merger Agreement provides for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and an indirect, wholly owned subsidiary of Parent. The Merger is expected to occur on October 29, 2012.

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Pursuant to the Merger Agreement and in anticipation of the pending Merger, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statements. Accordingly, the Company is filing the Post-Effective Amendments to hereby terminate the effectiveness of the Registration Statements. The Company hereby removes from registration all securities that were previously registered under the Registration Statements and have not been sold or otherwise issued of as the date of the Post-Effective Amendments.

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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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on October 26, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Capacity		Date
/s/ Lonnie J. Stout II Lonnie J. Stout II		President and Chief Executive Officer (Principal Executive Officer)		October 26, 2012
/s/ R. Gregory Lewis R. Gregory Lewis		Chief Financial Officer, Vice President of Finance and Secretary (Principal Financial Officer)		October 26, 2012
/s/ Mark A. Parkey Mark A. Parkey		Vice President and Controller (Principal Accounting Officer)		October 26, 2012
/s/ Brent B. Bickett Brent B. Bickett		Director		October 26, 2012
/s/ E. Townes Duncan E. Townes Duncan		Director		October 26, 2012
/s/ Hazem Ouf Hazem Ouf		Director		October 26, 2012
/s/ Anthony J. Park Anthony J. Park		Director		October 26, 2012
/s/ Brenda B. Rector Brenda B. Rector		Director		October 26, 2012
/s/ Peter Sadowski Peter Sadowski		Director		October 26, 2012
/s/ George P. Scanlon George P. Scanlon		Director		October 26, 2012
/s/ Joseph N. Steakley Joseph N. Steakley		Director		October 26, 2012

 

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