As filed with the Securities and Exchange Commission on December 1, 2011
File No. 333-143612
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
THE SECURITIES ACT OF 1933
A.C. MOORE ARTS & CRAFTS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
A.C. Moore Arts & Crafts, Inc.
130 A.C. Moore Drive,
Berlin, New Jersey 08009
(Address of Principal Executive Offices; Zip Code)
A.C. MOORE ARTS & CRAFTS, INC.
2007 STOCK INCENTIVE PLAN
(Full title of the plan)
Senior Vice President and General Counsel
c/o A.C. Moore Arts & Crafts, Inc.
130 A.C. Moore Drive
Berlin, NJ 08009
(Name and address of agent for service; telephone number, including area code, of agent for service)
M. Todd Wade
Bryan Cave LLP
One Atlantic Center, Fourteenth Floor
1201 W. Peachtree Street, NW
Atlanta, GA 30309
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.
|Large accelerated filer||¨||Accelerated Filer||¨|
|Non-accelerated filer||¨ (Do not check if a smaller reporting company)||Smaller reporting company||x|
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the Amendment), relates to the Registration Statement on Form S-8 (the Registration Statement), File No. 333-143612, of A.C. Moore Arts & Crafts, Inc. (the Company), filed with the Securities and Exchange Commission on June 8, 2007. The Registration Statement pertains to the registration of 2,802,632 shares of the Companys common stock, no par value per share (the Shares), issuable under the A.C. Moore Arts & Crafts, Inc. 2007 Stock Incentive Plan. The Company has filed this Amendment to withdraw and remove from registration the Companys unissued and unsold Shares issuable pursuant to the Registration Statement.
On November 18, 2011, pursuant to the Agreement and Plan of Merger, dated as of October 3, 2011, and as amended as of October 17, 2011, among the Company, Nicole Crafts LLC, a Delaware limited liability company (Parent), and Sbars Acquisition Corporation, a Pennsylvania corporation and a wholly owned subsidiary of Parent (Merger Sub), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation (the Merger).
As a result of the Merger, the offering of the Companys Shares pursuant to the Registration Statement has been terminated. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities of the Company which remain unsold at the termination of the offering, the Company files this Amendment to terminate the effectiveness of the Registration Statement and to remove from registration all of the Shares registered but unsold under the Registration Statement as of the date hereof, if any.
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 Post-Effective Amendment No. 1 to Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Berlin, State of New Jersey, on the 1st day of December, 2011.
|A.C. MOORE ARTS & CRAFTS, INC.|
|Name:||Joseph A. Jeffries|
|Title:||Chief Executive Officer|
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.