As filed with the Securities and Exchange Commission on February 9, 2018

Registration No. 333-64610      

---

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

Post-Effective Amendment No. 1

to

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933  

 

(Exact name of registrant as specified in its charter)

 

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.

 

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. ☐

DEREGISTRATION OF SECURITIES

Tapestry, Inc. (the “Registrant”) is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to deregister certain securities previously registered by the Registrant pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 5, 2001 (Registration No. 333-64610) (the “Registration Statement”), with respect to 1,600,000 shares of the Registrant’s Common Stock, par value $0.01 per share (the “Shares”) and an indeterminate amount of interests to be offered or sold pursuant to the Tapestry, Inc. 401(k) Savings Plan (formerly the Coach, Inc. Savings and Profit Sharing Plan) (the “Savings Plan”) and the Coach, Inc. Retirement Savings Plan of Puerto Rico (the “PR Plan” and collectively with the Savings Plan, the “Plans”).

 

As of September 5, 2017, the Registrant terminated the Registrant’s stock fund under the Savings Plan and all Shares held in such fund under the Savings Plan were liquidated.  No securities were issued by the Registrant pursuant to the PR Plan.  Accordingly, the Registrant is no longer issuing securities under the Plans and no further investments in the Registrant’s securities may be made under the Plans.  Pursuant to the undertaking contained in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered that remain unissued at the termination of the offering, the Registrant is filing this post-effective amendment to the Registration Statement to deregister, and does hereby remove from registration, all remaining Shares and participation interests in the Plans registered but that remain unissued under the Registration Statement 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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on February 9, 2018.

 

No other person is required to sign this Post-Effective Amendment on behalf of the Registrant in reliance on Rule 478 under the Securities Act of 1933, as amended.

The Plans. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 9th day of February 2018.