Registration No. 333-133846
Registration No. 333-152043
Registration No. 333-175911
Registration No. 333-206923
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-133846
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-152043
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-175911
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-206923
REGISTRATION
STATEMENT Under
The Securities Act of 1933
PERRY ELLIS INTERNATIONAL, INC.
(Exact name of registrant as specified in its
charter)
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Florida
(State or other jurisdiction of
incorporation or organization)
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59-1162998
(I.R.S. Employer
Identification No.)
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3000 N.W. 107th Avenue
Miami, Florida 33172
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(Address of Principal Executive Offices) (Zip
Code)
Perry Ellis International, Inc. 2005 Long-Term
Incentive Compensation Plan
Perry Ellis International, Inc. 2005 Long-Term
Incentive Compensation Plan, as amended and restated
Perry Ellis International, Inc. Second Amended
and Restated 2005 Long-Term Incentive Compensation Plan
Perry Ellis International, Inc. 2015 Long-Term
Incentive Compensation Plan
(Full title of the plan)
Oscar Feldenkreis
Perry Ellis International,
Inc.
3000 N.W. 107
th
Avenue
Miami, Florida 33172
(Name and address of agent for service)
(305) 592-2830
(Telephone number, including area code, of agent
for service)
Copy to:
Steve Wolosky, Esq.
Elizabeth Gonzalez-Sussman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of Americas
New York, New York 10019
(212) 451-2300
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.
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Large accelerated filer
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Accelerated filer
x
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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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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.
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EXPLANATORY
STATEMENT – DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these “Post
Effective Amendments”), filed by Perry Ellis International, Inc., a Florida corporation (the “Company”), with
the U.S. Securities and Exchange Commission (the “Commission”), relate to the following Registration Statements on
Form S-8 (each, a “Registration Statement”) under the Securities Act of 1933:
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Registration Statement on Form S-8 (No. 333-133846), which was filed with the Commission on May 5, 2006, pertaining to the
registration of 1,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), for
issuance and sale pursuant to the Perry Ellis International, Inc. 2005 Long-Term Incentive Compensation Plan.
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Registration Statement on Form S-8 (No. 333-152043), which was filed with the Commission on July 1, 2008, pertaining to the
registration of 2,500,000 Shares for issuance and sale pursuant to the Perry Ellis International, Inc. 2005 Long-Term Incentive
Compensation Plan, as amended and restated.
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·
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Registration Statement on Form S-8 (No. 333-175911), which was filed with the Commission on July 29, 2011, pertaining to the
registration of 500,000 Shares for issuance and sale pursuant to the Perry Ellis International, Inc. Second Amended and Restated
2005 Long-Term Incentive Compensation Plan.
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·
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Registration Statement on Form S-8 (No. 333-206923), which was filed with the Commission on September 14, 2015, pertaining
to the registration of 1,000,000 Shares for issuance and sale pursuant to the Perry Ellis International, Inc. 2015 Long-Term Incentive
Compensation Plan.
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On October 22, 2018, the Company completed the
merger contemplated by the Agreement and Plan of Merger, dated as of June 15, 2018 (the “Merger Agreement”), by and
among the Company, Feldenkreis Holdings LLC, a Delaware limited liability company (“Parent”), and GF Merger Sub, Inc.,
a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger
Sub was merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary
of Parent.
As a consequence of the Merger, the Company has
terminated all offerings of its securities under its existing registration statements. In accordance with the undertakings made
by the Company in the Registration Statements, the Company is filing these Post-Effective Amendments to the Registration Statements
pursuant to Rule 478 under the Securities Act of 1933 to remove from registration all securities registered under the Registration
Statements that remain unsold as of the date hereof.
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 the Registration Statements to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on the 29th day of October, 2018.
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PERRY ELLIS INTERNATIONAL, INC.
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By:
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/s/ Jorge Narino
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Name:
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Jorge Narino
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Title:
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Chief Financial Officer
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