TLB Talbots (The)

As filed with the Securities and Exchange Commission on August 3, 2012

Registration No. 033-72086

Registration No. 033-86040

Registration No. 333-05643

Registration No. 333-56215

Registration No. 333-42708

Registration No. 333-101037

Registration No. 333-107317

Registration No. 333-119262

Registration No. 333-145156

Registration No. 333-154797

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 033-72086

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 033-86040

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-05643

Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-56215

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-42708

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-101037

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-107317

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-119262

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-145156

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-154797

UNDER

THE SECURITIES ACT OF 1933

THE TALBOTS, INC.

(Exact name of registrant as specified in its charter)

One Talbots Drive

Hingham, Massachusetts 02043

781-749-7600

(Address, including zip code, of Principal Executive Offices)

The Talbots, Inc. Retirement Savings Voluntary Plan

The Talbots, Inc. 2003 Executive Stock Based Incentive Plan

The Talbots, Inc. 1995 Directors Stock Option Plan

The Talbots, Inc. Restated Directors Stock Plan

The Talbots, Inc. Directors Deferred Compensation Plan

The Talbots, Inc. Deferred Compensation Plan

The Talbots, Inc. Supplemental Savings Plan

(Full title of the plans)

Copy to:

(Name and address, including zip code, telephone number and 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.

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (the “Post-Effective Amendment”) relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”):

On May 30, 2012, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TLB Holdings LLC, a Delaware limited liability company (“Parent”), and TLB Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”). On August 3, 2012, pursuant to the Merger Agreement, Sub was merged with and into the Company (the “Merger”), with the Company surviving the Merger as a direct, wholly owned subsidiary of Parent. At the effective time of the Merger, each share of Common Stock of the Company issued and outstanding immediately prior to the effective time of the Merger (other than shares owned by Parent or Sub and shares of Common Stock held by stockholders who are entitled to and properly exercise appraisal rights under Delaware law) was automatically converted into the right to receive an amount in cash, without interest thereon and less any required withholding taxes, equal to $2.75 per share.

In connection with the Merger, the Company has terminated all offerings of the Company’s securities pursuant to its existing registration statements, including the Registration Statements. In accordance with an undertaking made by the Company in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offerings, the Company hereby removes from registration all securities of the Company registered under the Registration Statements that remain unsold as of the date of this Post-Effective Amendment.

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 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Rye Brook, State of New York, on August 3, 2012.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statements on Form S-8 have been signed by the following persons in the capacities and on the dates indicated.

Talbots (NYSE:TLB)
Historical Stock Chart
From May 2024 to Jun 2024

Talbots (NYSE:TLB)
Historical Stock Chart
From Jun 2023 to Jun 2024