As filed with the Securities and Exchange Commission
on August 29, 2024
Registration Nos. 333-266355, 333-257753,
333-239758,
333-233230, 333-196904, 333-182320, 333-146531,
333-124725,
333-107824, 333-105662, 333-61734, 333-08071
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1
TO
Registration Statements Nos. 333- 266355, 333-
257753, 333-239758,
333-233230, 333-196904, 333-182320, 333-146531,
333-124725,
333-107824, 333-105662, 333-61734, 333-08071
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
RITE AID CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization) |
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23-1614034
(I.R.S. Employer
Identification No.) |
P.O. Box 3165
Harrisburg, Pennsylvania 17105
(717) 761-2633
(Address of Principal Executive Offices)
Rite Aid Corporation Amended and Restated 2020 Omnibus Equity Incentive Plan
Rite Aid Corporation 2020 Omnibus Equity Incentive
Plan
Nonqualified Stock Options, Shares of Restricted
Stock Granted as Employment Inducement Awards
Outside of a Plan
Rite Aid Corporation 2014 Omnibus Equity Plan
2012 Omnibus Equity Plan
2006 Omnibus Equity Plan
2004 Omnibus Equity Plan
2001 Stock Option Plan
2000 Omnibus Equity Plan
1999 Stock Option Plan
1990 Omnibus Stock Incentive Plan
THE RITE AID 401(k) PLAN
RITE AID 401(k) DISTRIBUTION
EMPLOYEES SAVINGS PLAN
PERRY DISTRIBUTORS, INC. 401(k)
PLAN
(Full Title of the Plan)
Matthew C. Schroeder
Rite Aid Corporation
Executive Vice President and Chief Financial
Officer
P.O. Box 3165
Harrisburg, Pennsylvania 17105
(Name and address of agent for service)
Phone: (717) 761-2633
(Telephone number, including area code, of agent
for service)
Copies to:
Michael J. Zeidel
Skadden, Arps, Slate, Meagher & Flom
LLP
One Manhattan West
New York, New York 10001
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
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 ¨ |
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Accelerated filer x |
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Non-accelerated filer ¨ |
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Smaller reporting company ¨ |
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Emerging growth company ¨ |
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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. ¨
DEREGISTRATION OF SECURITIES
Rite Aid Corporation, a
Delaware corporation (the “Company”), is filing this Post-Effective Amendment No. 1 (this “Post-Effective
Amendment”) to the Company’s Registration Statements on Form S-8 to deregister any and all securities that were
registered pursuant to Registration Statements Nos. 333-
266355, 333-257753, 333-239758, 333-233230, 333-196904, 333-182320, 333-146531, 333-124725, 333-107824, 333-105662, 333-61734
and 333-08071
(collectively, the “Registration Statements”) and that remain unsold undete Aid Corporation 2020 Omnibus Equity Incentive Plan
(the “2020 Equity Plan”), Rite Aid Corporation 2014 Omnibus Equity Plan (the “2014 Equity Plan”), the 2012
Omnibus Equity Plan (the “2012 Equity Plan”), 2006 Omnibus Equity Plan (the “2006 Equity Plan”), the 2004
Omnibus Equity Plan (the “2004 Equity Plan”), the 2001 Stock Option Plan (the “2001 Option Plan”), the 2000
Omnibus Equity Plan (the “2000 Equity Plan”), tr Rite Aid Corporation Amended and Restated
2020 Omnibus Equity Incentive Plan (the “2020 Amended Plan”), Rihe 1999 Stock Option Plan (the “1999 Option Plan”), the 1990
Omnibus Stock Incentive Plan (the “1990 Plan”), RITE AID 401(k) PLAN (the “Rite Aid Plan”), RITE AID 401(k)
DISTRIBUTION EMPLOYEES SAVINGS PLAN (the “Savings Plan”), PERRY DISTRIBUTORS, INC. 401(k) PLAN (the “Perry
Plan”) and Nonqualified Stock Options; Shares of Restricted Stock Granted as Employment Inducement Awards Outside of a Plan.
The Registration Statements were filed with the Securities and Exchange Commission (the “SEC”) on (i) July 27, 2022 in
order to register up to 3,250,000 shares of the common stock, par value $1.00 per share (“Common Stock”) under the 2020
Amended Plan, (ii) July 8, 2021 in order to register 2,700,000 shares of Common Stock under the 2020 Amended Plan, (iii) July 8,
2020 in order to register 4,001,344 shares of Common Stock under the 2020 Equity Plan, (iv) June 19, 2019 in order to register
69,022,664 shares of Common Stock under the 2014 Equity Plan, (v) June 25, 2012 in order to register 28,500,000 shares of Common
Stock under the 2012 Equity Plan, (vi) October 5, 2007 in order to register (A) 35,328,764 shares of Common Stock under the 2006
Equity Plan, 2004 Equity Plan, 2001 Option Plan and/or 2000 Equity Plan and (B) the resale of 6,765,761 shares of Common Stock,
(vii) May 9, 2005 in order to register (A) 16,278,432 share of Common Stock under the 2004 Equity Plan, the 2000 Equity Plan and/ or
the 1999 Option Plan and (B) the resale of 4,338,928 shares of Common Stock, (viii) August 11, 2003 in order to register (A)
37,001,404 shares of Common Stock under the 1990 Plan, the 1999 Option Plan, the 2000 Equity Plan and/ or the 2001 Option Plan and
(B) the resale of 37,001,404 shares of Common Stock, (ix) May 29, 2003 in order to register 8,060,000 shares of Common Stock under
the Rite Aid Plan, the Savings Plan and/ or the Perry Plan, (x) May 25, 2001 in order to register (A) 69,100,249 under the 1990
Plan, the 1999 Option Plan, the 2000 Equity Plan and/ or the 2001 Option Plan and (B) the resale of 922,567 shares of Common Stock,
(xi) July 12, 1996 to in order to register 6,301,426 shares of Common Stock under the 1990 Plan, and (xii) August 12, 2019 in order
to register (A) 502,913 shares subject to a nonqualified stock option, and (B) 284,900 shares of time-based restricted stock
pursuant to that certain Employment Inducement Award Agreement by and between the Company and Heyward Donigan, dated as of August
12, 2019.
As disclosed in the Company’s
Current Report on Form 8-K filed with the SEC on October 16, 2023, the Company and certain of its direct and indirect subsidiaries
filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court
for the District of New Jersey. The cases are being jointly administered under the caption In re Rite Aid Corporation, et al.,
Case No. 23-18993 (MBK). In accordance with the plan of reorganization (the “Plan”), upon its effectiveness, all outstanding
shares of Common Stock will be cancelled and extinguished.
As a result of the foregoing,
and pursuant to the Plan, the Company has terminated all offerings of its securities pursuant to the Registration Statements. In accordance
with an undertaking made by the Company in the Registration Statements to remove from registration, by means of this Post-Effective Amendment,
any securities that had been registered but remain unsold at the termination of the offering, the Company hereby amends the Registration
Statements to remove from registration all such securities, as applicable, registered under the applicable Registration Statement that
remain unsold as of the date of this Post-Effective Amendment.
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 to the Registration Statements to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Harrisburg, Commonwealth of Pennsylvania on August 29,
2024.
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RITE AID CORPORATION |
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By: |
/s/ MATTHEW C. SCHROEDER |
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Matthew C. Schroeder |
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Executive Vice President and Chief Financial Officer |
Note: No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933.
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