As filed with the Securities and Exchange Commission on October 5, 2021
Registration No. 333-207780
Registration No. 333-233196
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-207780
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-233196
UNDER
THE SECURITIES ACT OF 1933
J. ALEXANDERS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Tennessee |
47-1608715 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
3401 West End Avenue, Suite 260 P.O. Box 24300 Nashville, Tennessee |
37202 | |
(Address of Principal Executive Offices) |
(Zip Code) |
J. Alexanders Holdings, Inc. 2015 Equity Incentive Plan
(Full title of the plan)
James Mazany
Chief Executive Officer
J. Alexanders Holdings, Inc.
c/o SPB Hospitality LLC
19219 Katy Freeway, Suite 500
Houston, Texas 77094
(346) 440-0772
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
With copy to:
Steven M. Haas
Hunton Andrews Kurth LLP
951 East Byrd Street
Riverfront Plaza, East Tower
Richmond, Virginia 23219-4074
(804) 788-8200
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 | ☒ | |||
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 Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These post-effective amendments (each, a Post-Effective Amendment and, collectively, the Post-Effective Amendments) relate to the following Registration Statements on Form S-8 (each, a Registration Statement and, collectively, the Registration Statements) filed by J. Alexanders Holdings, Inc. (J. Alexanders Holdings or the Registrant) with the Securities and Exchange Commission (the SEC) (note that the share numbers listed below do not take into account any corporate actions, such as stock splits, taken in the interim, as applicable):
1. | Registration Statement on Form S-8 (Registration No. 333-207780) filed with the SEC on November 3, 2015 pertaining to the registration of 1,500,000 shares of common stock, par value $0.001 per share, of J. Alexanders Holdings (Common Stock) issuable pursuant to the J. Alexanders Holdings, Inc. 2015 Equity Incentive Plan (the Plan). |
2. | Registration Statement on Form S-8 (Registration No. 333-233196) filed with the SEC on August 9, 2019 pertaining to the registration of an additional 1,350,000 shares of Common Stock issuable pursuant to the Plan. |
On September 30, 2021, pursuant to the terms of the Agreement and Plan of Merger, dated July 2, 2021, by and among J. Alexanders Holdings, SPB Hospitality LLC (SPB), and Titan Merger Sub, Inc., an indirect, wholly-owned subsidiary of SPB (Merger Sub), Merger Sub merged with and into J. Alexanders Holdings (the Merger), with J. Alexanders Holdings surviving the Merger as a wholly-owned subsidiary of SPB. As a result of the Merger, J. Alexanders Holdings has terminated all offerings of securities of J. Alexanders Holdings pursuant to existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with the undertakings made by J. Alexanders Holdings in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, J. Alexanders Holdings hereby removes from registration all of such securities of J. Alexanders Holdings registered but not sold or otherwise issued under the Registration Statements, if any, as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and J. Alexanders Holdings hereby terminates the effectiveness of each Registration Statement.
2
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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 5, 2021.
J. ALEXANDERS HOLDINGS, INC. | ||
By: | /s/ Morgan McClure | |
Name: | Morgan McClure | |
Title: | President |
No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance on Rule 478 under the Securities Act of 1933, as amended.