FORM S-8








As filed with the Securities and Exchange Commission on April 3, 2020


Registration No. 333-200677




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


SCHOOL SPECIALTY, INC.


(Exact Name of Registrant as Specified in its Charter)


Delaware


39-0971239


(State of Incorporation)


(I.R.S. Employer Identification No.)


W6316 Design Drive


Greenville, Wisconsin


54942


(Address of Principal Executive Offices)


(Zip Code)


____________________________________


2014 INCENTIVE PLAN


OF SCHOOL SPECIALTY, INC.


(Full Title of the Plan)


____________________________________


Kevin L. Baehler


Executive Vice President and Chief Financial Officer


School Specialty, Inc.


W6316 Design Drive


Greenville, Wisconsin 54942


(Name, address and telephone number, including area code, of agent for service)


With copies to:


Dennis F. Connolly


Godfrey & Kahn, S.C.


833 East Michigan Street, Suite 1800


Milwaukee, Wisconsin 53202


(414) 273-3500


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.






Large accelerated filer [   ]


Accelerated filer [   ]


Non-accelerated filer [   ]


Smaller reporting company [ X ]

Emerging growth company [   ]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [   ]









EXPLANATORY NOTE




On December 2, 2014, School Specialty, Inc. (the “Company”) filed the Registration Statement on Form S-8 (Registration Statement No. 333-200677) (the “Form S-8”) registering 1,050,000 shares (on a post-split basis) of the Company’s common stock, par value $0.001 per share (the “Shares”) in connection with the 2014 Incentive Plan of School Specialty, Inc.   The Company does not intend to make further issuances pursuant to the Plan. This Post-Effective Amendment No. 1 to the Form S-8 is being filed to deregister all Shares that were registered under the Form S-8 and which remain unissued, which as of April 3, 2020, total 673,676 shares.







2





SIGNATURES


The Registrant.  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 Greenville, State of Wisconsin, on April 3, 2020.


SCHOOL SPECIALTY, INC.


By:  /s/ Kevin L. Baehler    


Kevin L. Baehler


Executive Vice President and


Chief Financial Officer




Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated:


















Date:  April 3, 2020


By:


/s/ Michael Buenzow    


Michael Buenzow


Interim Chief Executive Officer


(Principal Executive Officer)


 

 

Date:  April 3, 2020


By:


/s/ Kevin L. Baehler    


Kevin L. Baehler


Executive Vice President and


Chief Financial Officer


(Principal Financial and Accounting Officer)


 

 

Date:  April 3, 2020


By:


/s/ Gus D. Halas     


Gus D. Halas


Chairman of the Board


 

 

Date:  April 3, 2020


By:


/s/ Justin Lu      


Justin Lu


Director


 

 

Date:  April 3, 2020


By:


/s/ Eric Yanagi        


Eric Yanagi


Director


 

 

Date:  April 3, 2020


By:


/s/ Andrew E. Schultz       


Andrew E. Schultz


Director


 

 

Date:  April 3, 2020


By:


/s/ Justin Jacobs         


Justin Jacobs


Director







3