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
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Rite Aid Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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23-1614034
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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30 Hunter Lane
Camp Hill, Pennsylvania 17011
(717) 761-2633
(Address of Principal Executive Offices)
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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)
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Copies to:
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Marc A. Strassler, Esq.
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Stacy J. Kanter, Esq.
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Executive Vice President and General Counsel
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Michael J. Zeidel, Esq.
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Rite Aid Corporation
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Skadden, Arps, Slate, Meagher & Flom LLP
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30 Hunter Lane
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Four Times Square
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Camp Hill, Pennsylvania 17011
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New York, NY 10036
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(717) 761-2633
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(212) 735-3000
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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.
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Large accelerated filer
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Accelerated filer
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¨
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Non-accelerated filer
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¨ (Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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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.
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RITE AID CORPORATION
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By:
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/s/ MARC. A. STRASSLER
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Marc A. Strassler
Executive Vice President
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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
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Signature
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Title
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/s/ JOHN T. STANDLEY
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President, Chief Executive Officer and Director (principal executive officer)
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John T. Standley
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/s/ MARY F. SAMMONS
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Chairman of the Board
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Mary F. Sammons
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/s/ FRANK G. VITRANO
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Chief Financial Officer, Chief Administrative Officer and Senior Executive Vice President (principal financial officer)
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Frank G. Vitrano
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/s/ DOUGLAS E. DONLEY
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Chief Accounting Officer and Senior Vice President (principal accounting officer)
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Douglas E. Donley
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/s/ JOSEPH B. ANDERSON, JR.
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Director
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Joseph B. Anderson, Jr.
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/s/ JOHN M. BAUMER
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Director
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John M. Baumer
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/s/ ANDRE BELZILE
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Director
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Andre Belzile
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/s/ FRANCOIS J. COUTU
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Director
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Francois J. Coutu
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/s/ MICHEL COUTU
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Director
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Michel Coutu
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/s/ JAMES L. DONALD
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Director
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James L. Donald
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/s/ DAVID R. JESSICK
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Director
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David R. Jessick
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/s/ ROBERT G. MILLER
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Director
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Robert G. Miller
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/s/ MICHAEL N. REGAN
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Director
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Michael N. Regan
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/s/ PHILIP G. SATRE
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Director
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Philip G. Satre
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/s/ MARCY SYMS
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Director
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Marcy Syms
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/s/ DENNIS WOOD
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Director
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Dennis Wood
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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.
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THE RITE AID 401(k) PLAN
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By:
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/s/ KENNETH BLACK
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Kenneth Black, not in his individual capacity, but solely as an authorized signatory for the Employee Benefits Administration Committee
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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.
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RITE AID 401(k) DISTRIBUTION EMPLOYEES SAVINGS PLAN
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By:
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/s/ KENNETH BLACK
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Kenneth Black, not in his individual capacity, but solely as an authorized signatory for the Employee Benefits Administration Committee
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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.
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RITE AID SERVICES, L.L.C. 401(k) PLAN
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By:
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/s/ KENNETH BLACK
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Kenneth Black, not in his individual capacity, but solely as an authorized signatory for the Employee Benefits Administration Committee
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