S-8 POS 1 ds8pos.htm POST-EFFECTIVE AMENDMENT NO. 2 Post-Effective Amendment No. 2

As filed with the Securities and Exchange Commission on June 18, 2008

Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (Registration No. 333-72288)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 2 TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

RESTORATION HARDWARE, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   68-0140361

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

15 Koch Road, Suite J

Corte Madera, California 94925

(415) 924-1005

(Address and Telephone Number, including Area Code, of Principal Executive Offices)

RESTORATION HARDWARE, INC. 1998 STOCK INCENTIVE PLAN

AMENDED AND RESTATED ON MAY 16, 2001;

STOCK OPTION PROGRAM FOR OPTIONS GRANTED OR TO BE GRANTED PURSUANT TO

NOTICES OF GRANT OF STOCK OPTION AND STOCK OPTION AGREEMENTS

BETWEEN THE REGISTRANT AND CERTAIN PERSONNEL OF THE REGISTRANT

(Full Title of the Plan)

Chris Newman

Chief Financial Officer

Restoration Hardware, Inc.

15 Koch Road, Suite J

Corte Madera, California 94925

(415) 924-1005

(Name, Address, and Telephone Number, including Area Code, of Agent for Service)

 

 

COPIES TO:

 

Steven Shoemate, Esq.

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

(212) 351-5316

 

Gavin B. Grover

Morrison & Foerster LLP

425 Market Street

San Francisco, CA 94105

(415) 268-7113

 

 

 


DEREGISTRATION OF SHARES

The Registration Statement on Form S-8 (Registration No. 333-72288) (the “Registration Statement”) of Restoration Hardware, Inc., a Delaware corporation (“Restoration Hardware”), pertaining to the registration of certain shares of common stock issuable under the Restoration Hardware, Inc. 1998 Stock Incentive Plan Amended and Restated on May 16, 2001 and Stock Option Program for Options Granted or to be Granted Pursuant to Notices of Grant of Stock Option and Stock Option Agreements between the Registrant and Certain Personnel of the Registrant, to which this Post-Effective Amendment No. 2 relates, was filed with the Securities Exchange Commission on October 26, 2001, and as amended by Post-Effective Amendment No. 1 on January 25, 2002.

On June 17, 2008, pursuant to an Agreement and Plan of Merger dated as of November 8, 2007 (as amended by that certain First Amendment thereto dated as of January 24, 2008, the “Merger Agreement”), by and among Home Holdings, LLC, a Delaware limited liability company (“Parent”), Home Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Restoration Hardware, Merger Sub merged with and into Restoration Hardware (the “Merger”) with Restoration Hardware as the surviving corporation of the Merger. Pursuant to the Merger, each outstanding share of common stock of Restoration Hardware (other than dissenting shares or shares owned directly or indirectly by Parent or Merger Sub immediately prior to the Effective Time (as defined below) or held by Restoration Hardware, or any subsidiary of Restoration Hardware, immediately prior to the Effective Time) was converted into the right to receive $4.50 per share, to the holder thereof in cash. The Merger became effective upon filing of a Certificate of Merger with the Secretary of State of the State of Delaware on June 17, 2008 (the “Effective Time”).

As a result of the Merger, Restoration Hardware has terminated all offerings of securities pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by Restoration Hardware in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that remain unsold at the termination of the offering, Restoration Hardware hereby removes from registration all securities registered under the Registration Statement that remain unsold as of the Effective Time.


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 amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Corte Madera, in the State of California, on the 18th day of June, 2008.

 

RESTORATION HARDWARE, INC.
By:    /S/ CHRIS NEWMAN
  Chris Newman
  Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the registration statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature

  

Title

 

Date

/S/    GARY G. FRIEDMAN         

Gary G. Friedman

   President, Chief Executive
Officer and Director
(Principal Executive Officer)
  June 18, 2008

/S/    CHRIS NEWMAN         

Chris Newman

  

Chief Financial Officer and
Senior Vice President

(Principal Financial and
Accounting Officer)

  June 18, 2008

/S/    J. MICHAEL CHU         

J. Michael Chu

   Director   June 18, 2008

/S/    SCOTT DAHNKE         

Scott Dahnke

   Director   June 18, 2008

/S/    MARC MAGLIACANO         

Marc Magliacano

   Director   June 18, 2008

/S/    BILL FORREST         

Bill Forrest

   Director   June 18, 2008


/S/    CRAIG SAKIN         

Craig Sakin

   Director   June 18, 2008

/S/    RICHARD BURKE         

Richard Burke

   Director   June 18, 2008

 

Glenn J. Krevlin

   Director   June     , 2008