As filed with the Securities and Exchange Commission on November 23, 2010
Registration No. 333-167893
Registration No. 333-153461
Registration No. 333-141928
Registration No. 333-130646
Registration No. 333-116785
Registration No. 333-107564
Registration No. 333-89962
Registration No. 333-74269
Registration
No. 333-10811
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-167893
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-153461
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-141928
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-130646
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-116785
POST-EFFECTIVE AMENDMENT NO. 5 TO FORM S-8 REGISTRATION STATEMENT NO. 333-107564
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-89962
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 333-74269
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-10811
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE GYMBOREE CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware
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94-2615258
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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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500 Howard Street
San Francisco, California 94105
(415) 278-7000
(Address of principal executive offices, including
zip code)
THE GYMBOREE CORPORATION 2004 EQUITY INCENTIVE PLAN
THE GYMBOREE CORPORATION 2002 STOCK INCENTIVE PLAN
THE GYMBOREE
CORPORATION AMENDED AND RESTATED 1993 STOCK OPTION PLAN
THE GYMBOREE CORPORATION 1993 AMENDED AND RESTATED EMPLOYEE
STOCK PURCHASE PLAN
THE GYMBOREE 401(K) PLAN
(Full titles of the plans)
MATTHEW K.
MCCAULEY
Chief Executive Officer
The Gymboree Corporation
500 Howard Street
San Francisco, California 94105
(415) 278-7000
(Name, address and telephone number, including area
code, of agent for service)
Copies to:
R. Newcomb Stillwell, Esq.
Jonathan Grandon, Esq.
Ropes & Gray LLP
800 Boylston Street
Boston, Massachusetts 02199
Phone: (617) 951-7000
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. (check one):
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Large accelerated filer
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x
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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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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These post-effective amendments relate to the following Registration Statements of The Gymboree Corporation (the “
Company
”) on Form S-8 (collectively, the “
Registration
Statements
”):
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Registration Statement No. 333-167893, registering 1,354,025 shares of common stock, par value $0.001 per share, of the Company (the
“
Company Common Stock
”), issuable under The Gymboree Corporation 2004 Equity Incentive Plan;
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Registration Statement No. 333-153461, registering 934,019 shares of Company Common Stock issuable under The Gymboree Corporation 2004 Equity
Incentive Plan, 150,000 shares of Company Common Stock issuable under The Gymboree Corporation 1993 Amended and Restated Employee Stock Purchase Plan and 36,000 shares of Company Common Stock issuable under The Gymboree 401(k) Plan;
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Registration Statement No. 333-141928, registering 616,497 shares of Company Common Stock issuable under The Gymboree 2004 Equity Incentive Plan,
150,000 shares of Company Common Stock issuable under The Gymboree Corporation 1993 Amended and Restated Employee Stock Purchase Plan and 30,000 shares of Company Common Stock issuable under The Gymboree 401(k) Plan;
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Registration Statement No. 333-130646, registering 1,151,357 shares of Company Common Stock issuable under The Gymboree Corporation 2004 Equity
Incentive Plan;
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Registration Statement No. 333-116785, registering 1,926,352 shares of Company Common Stock issuable under The Gymboree Corporation 2004 Equity
Incentive Plan;
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•
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Registration Statement No. 333-107564, registering 1,400,000 shares of Company Common Stock issuable under The Gymboree Corporation 2002 Stock
Incentive Plan and 45,000 shares of Company Common Stock issuable under The Gymboree 401(k) Plan, as amended by Post-Effective Amendment No. 1, which was filed with the Securities and Exchange Commission (the “
SEC
”) on
June 23, 2004, Post- Effective Amendment No. 2, which was filed with the SEC on April 6, 2007, Post-Effective Amendment No. 3, which was filed with the SEC on September 12, 2008 and Post-Effective Amendment No. 4, which
was filed with the SEC on June 30, 2010;
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Registration Statement No. 333-89962, registering 300,000 shares of Company Common Stock issuable under The Gymboree Corporation 1993 Amended and
Restated Employee Stock Purchase Plan and 1,100,000 shares of Company Common Stock issuable under The Gymboree Corporation 2002 Stock Incentive Plan;
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Registration Statement No. 333-74269, registering 2,000,000 shares of Company Common Stock issuable under the Amended and Restated 1993 Stock
Option Plan, as amended by Post-Effective Amendment No. 1, which was filed with the SEC on September 12, 2008 and Post-Effective Amendment No. 2, which was filed with the SEC on June 30, 2010; and
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Registration Statement No. 333-10811, registering 1,000,000 shares of Company Common Stock issuable under the 1993 Stock Option Plan.
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On November 23, 2010, pursuant to that certain Agreement and Plan of Merger, dated
October 11, 2010 (the “
Merger Agreement
”), by and among the Company, Giraffe Holding, Inc., a Delaware corporation (“
Parent
”), and Giraffe Acquisition Corporation, a Delaware corporation, the Company became an
indirect wholly owned subsidiary of Parent. As a result of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statements.
Accordingly, the Company hereby terminates the effectiveness of the Registration Statements and, by means of the post-effective
amendments, removes from registration any and all securities of the Company that had been registered for issuance but remain unsold under the Registration Statements.
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 registration statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 23rd day of November, 2010.
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THE GYMBOREE CORPORATION
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S
/ M
ATTHEW
K. M
C
C
AULEY
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By:
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Matthew K. McCauley
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, these post-effective amendments to registration statements on Form S-8 have
been signed by the following persons in the capacities indicated below on the 23rd day of November, 2010.
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Signature
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Title
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/
S
/ M
ATTHEW
K.
M
C
C
AULEY
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Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
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Matthew K. McCauley
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S
/ J
EFFREY
P.
H
ARRIS
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Chief Financial Officer
(Principal Financial Officer)
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Jeffrey P. Harris
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S
/ L
YNDA
G.
G
USTAFSON
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Vice President, Corporate Controller
(Principal Accounting Officer)
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Lynda G. Gustafson
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S
/ J
OSHUA
B
EKENSTEIN
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Director
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Joshua Bekenstein
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S
/ J
ORDAN
H
ITCH
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Director
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Jordan Hitch
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