As filed with the Securities and Exchange Commission on June 26, 2015
Registration No. 333-41357
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
Choice Hotels International, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 52-1209792 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) | |
| 1 Choice Hotels Circle, Suite 400, Rockville, Maryland |
20850 | |
| (Address of principal executive offices) | (Zip code) | |
Choice Hotels International, Inc. Retirement Savings & Investment Plan
Choice Hotels International, Inc. Nonqualified Retirement Savings & Investment Plan
(Full title of the plan)
Simone Wu
Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer
Choice Hotels International, Inc.
1 Choice Hotels Circle, Suite 400
Rockville, Maryland 20850
(Name and address of agent for service)
(301) 592-5000
(Telephone number, including area code, of agent for service)
Copies to:
John B. Beckman
C. Alex Bahn
Hogan Lovells US LLP
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
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 | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (Registration No. 333-41357) filed by Choice Hotels International, Inc. (the “Registrant”) with the U.S. Securities and Exchange Commission on December 2, 1997 to register 1,000,000 shares of the Registrant’s common stock for issuance under the Choice Hotels International, Inc. Retirement Savings & Investment Plan and Choice Hotels International, Inc. Nonqualified Retirement Savings & Investment Plan (the “Plans”).
As of the date of this Post-Effective Amendment, no additional shares of common stock registered will be issued under the Plans. In accordance with the Registrant’s undertaking in Part II, Item 9(a)(3) of the Registration Statement, the Registrant hereby amends the Registration Statement to remove from registration all securities registered but remaining unsold, if any, under the Registration Statement and to terminate the effectiveness of the Registration Statement.
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 Rockville, State of Maryland, on the 26th day of June, 2015.
| Choice Hotels International, Inc. | ||||
| By: | /s/ Simone Wu | |||
| Name: | Simone Wu | |||
| Title: | Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer | |||
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Stewart Bainum, Jr. |
Chairman, Director | June 26, 2015 | ||
| Stewart Bainum, Jr. | ||||
| /s/ Barbara T. Alexander |
Director | June 26, 2015 | ||
| Barbara T. Alexander | ||||
| /s/ Stephen P. Joyce |
President and Chief Executive Officer (Principal Executive Officer) | June 26, 2015 | ||
| Stephen P. Joyce | ||||
| /s/ Scott A. Renschler, Psy.D |
Director | June 26, 2015 | ||
| Scott A. Renschler, Psy.D | ||||
| /s/ Monte J.M. Koch |
Director | June 26, 2015 | ||
| Monte J.M. Koch | ||||
| /s/ Gordon A. Smith |
Director | June 26, 2015 | ||
| Gordon A. Smith | ||||
| /s/ John P. Tague |
Director | June 26, 2015 | ||
| John P. Tague | ||||
| /s/ Liza Landsman |
Director | June 26, 2015 | ||
| Liza Landsman | ||||
| /s/ David L. White |
Senior Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer) | June 26, 2015 | ||
| David L. White | ||||
| Signature |
Title |
Date | ||
| /s/ Scott E. Oaksmith |
Controller (Principal Accounting Officer) | June 26, 2015 | ||
| Scott E. Oaksmith | ||||