As filed with the Securities and Exchange Commission on December 30, 2005
Registration No. 333-117341

 

 

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

RETAIL VENTURES, INC.

(Exact name of registrant as specified in its charter)

Ohio		20-0090238
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3241 Westerville Road, Columbus, Ohio		43224
(Address of Principal Executive Offices)		(Zip Code)

The Profit Sharing and 401(k) Plan (as Amended and Restated Effective January 1, 2000)
(Full title of the plan)

James A. McGrady
Executive Vice President, Chief Financial Officer, Treasurer and Secretary
Retail Ventures, Inc.
3241 Westerville Road
Columbus, Ohio 43224

(614) 471-4722

COPIES TO:
Michael A. Cline, Esq.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street, P.O. Box 1008
Columbus, Ohio 43216-1008
(614) 464-6400

 

 

EXPLANATORY NOTE — DEREGISTRATION OF SECURITIES

     Pursuant to its registration statement on Form S-8 (Registration No. 333-117341) filed July 13, 2004, as amended by post-effective amendment No. 1 filed on April 12, 2005 (as amended, the “Registration Statement”), Retail Ventures, Inc. (the “Company”) registered 1,200,000 shares (the “Plan Shares”) of the Company’s common stock, no par value, (the “Common Stock”), issuable pursuant to the Company’s Profit Sharing and 401(k) Plan (the “Plan”). Pursuant to General Instruction F to Form S-8 and Rule 416(c) under the Securities Act of 1933, as amended, the Registration Statement was also deemed to register an indeterminate number of interests in the Plan (“Plan Interests”). The Plan included an option for the Company’s employees to invest a portion of their Plan accounts in a fund, the Retail Ventures, Inc. Common Stock Fund (the “RVI Stock Fund”), that acquired shares of Common Stock in the open market. Effective July 1, 2005, the sponsors of the Plan elected to close the RVI Stock Fund to additional investments. Thus, although the Plan continues in force, no new contributions or exchanges into the RVI Stock Fund have been or will be permitted on or after July 1, 2005 and, as a result, the Company’s obligation to maintain the effectiveness of the Registration Statement has expired.

     Pursuant to the undertaking contained in the Registration Statement, the Company is filing this Post-Effective Amendment No. 2 to deregister, as of the date hereof, any and all Plan Shares and Plan Interests registered pursuant to the Registration Statement that remain unsold as of the date of termination of the RVI Stock Fund.

PART II — INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

SIGNATURES

     The Registrant. 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 No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on the 30th day of December, 2005.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature		Title		Date
*   Jay L. Schottenstein		Chairman of the Board of Directors		December 30, 2005
/s/ Heywood Wilansky   Heywood Wilansky		President and Chief Executive Officer and Director (Principal Executive Officer)		December 30, 2005
/s/ James A. McGrady   James A. McGrady		Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)		December 30, 2005
*   Henry L. Aaron		Director		December 30, 2005
*   Ari Deshe		Director		December 30, 2005
*   Jon P. Diamond		Director		December 30, 2005
*   Elizabeth M. Eveillard		Director		December 30, 2005
**   Lawrence J. Ring		Director		December 30, 2005

Signature		Title		Date
*   Harvey L. Sonnenberg		Director		December 30, 2005
*   James L. Weisman		Director		December 30, 2005

     * By James A. McGrady pursuant to Powers of Attorney executed by the directors and executive officers listed above and previously filed as Exhibit 24 to Registration Statement on Form S-8 filed July 13, 2004.

     ** By James A. McGrady pursuant to Powers of Attorney executed by the director listed above and filed as Exhibit 24.1 to this Post-Effective Amendment No. 2 to Registration Statement on Form S-8.

     The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on the 30th day of December, 2005.

INDEX TO EXHIBITS

Exhibit
Number		Description		Location
24.1		Power of Attorney		Included herewith.