As filed with the Securities and Exchange Commission on March 21, 2018

Registration No. 333-176859

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT NO. 333-176859

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

SEARS HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		29-1920798
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

3333 Beverly Road

Hoffman Estates, Illinois 60179

(Address of Principal Executive Offices, including Zip Code)

SEARS HOLDINGS CORPORATION

2006 STOCK PLAN

(Full title of the plan)

Stephen L. Sitley

General Counsel and Chief Compliance Officer

Sears Holdings Corporation

3333 Beverly Road

Hoffman Estates, Illinois 60179

(Name and address of agent for service)

(847) 286-2500

(Telephone number, including 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. (Check one):

 

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐  (Do not check if a smaller reporting company)		Smaller reporting company		☐

 

 

 

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REMOVAL OF SECURITIES FROM REGISTRATION

Sears Holdings Corporation, a Delaware corporation (the “Registrant”) and the Sears Holdings Corporation 2006 Stock Plan (the “Plan”) filed a Registration Statement on Form S-8 (File No. 333-176859) (the “Registration Statement”) with the Securities and Exchange Commission on September 15, 2011. The Registration Statement covered 350,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Registrant to be issued under the Plan.

The Plan expired in accordance with its terms. Accordingly, no further offers or sales of the Registrant’s Common Stock are being made through the Plan. In accordance with an undertaking made by the Registrant in the Registration Statement to remove by means of a post-effective amendment any securities that remain unsold at the termination of the offering, this Post-Effective Amendment is being filed to remove from registration the Common Stock not heretofore sold pursuant to the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such Common Stock.

 

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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 Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on this 21^st day of March, 2018

 

 

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