SCHOLASTIC CORP — Transaction in Own Shares 2016

Feb 10, 2016

S-8 POS 1 d138457ds8pos.htm POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8 Post-Effective Amendment No.1 to Form S-8

As filed with the Securities and Exchange Commission on February 10, 2016

Registration No. 33-98186

Registration No. 333-65757

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to Form S-8 Registration No. 33-98186

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-65757

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Scholastic Corporation

(Exact name of registrant as specified in its charter)

Delaware	13-3385513
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
557 Broadway, New York, New York	10012
(Address of Principal Executive Offices)	(Zip Code)

SCHOLASTIC CORPORATION 1995 STOCK OPTION PLAN

(Full title of the plan)

Andrew S. Hedden, Esq.

Senior Vice President, General Counsel and Secretary

Scholastic Corporation

557 Broadway

New York, New York 10012

(Name and address of agent for service)

(212) 343-6100

(Telephone number, including area code, of agent for service)

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	þ	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to (i) the Registration Statement on Form S-8 (Registration No. 33-98186) filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on October 16, 1995 (the “1995 Registration Statement”) pertaining to the registration of 4,000,000 shares (as adjusted to reflect the 100% stock dividend in the form of a two-for-one stock split paid on January 16, 2001 (the “Stock Split”)) of the Registrant’s common stock, par value $.01 per share, issuable under the 1995 Stock Option Plan (the “Plan”); and (ii) the Registration Statement on Form S-8 (Registration No. 333-65757) filed by the Registrant with the SEC on October 16, 1998 (the “1998 Registration Statement”) registering an additional 3,000,000 shares (as adjusted to reflect the Stock Split) of common stock issuable under the Plan. The Registrant is filing this Post-Effective Amendment No. 1 to 1995 Registration Statement and the 1998 Registration Statement (collectively, the “Plan Registration Statements”) to deregister all shares of common stock that have not been sold or otherwise issued under the Plan.

The Plan has expired and no awards granted prior to the Plan’s expiration remain outstanding. In accordance with undertakings made by the Registrant in the Plan Registration Statements to remove from registration, by means of post-effective amendments, any of the securities which had been registered for issuance but remain unsold at the termination of the offering, the Registrant hereby removes and withdraws from registration any and all such securities of the Registrant registered but unsold under the Plan Registration Statements, if any. The Plan Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company 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 Amendment No. 1 to the Plan Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 10, 2016.

SCHOLASTIC CORPORATION
By:	/s/ Andrew S. Hedden
	Andrew S. Hedden
	Executive Vice President, General Counsel and Secretary