As filed with the Securities and Exchange Commission on September 22, 2025
Registration No. 333-279849
Registration No. 333-265921
Registration No. 333-238779
Registration No. 333-204725
Registration No. 333-192713
Registration No. 333-186683
Registration No. 333-161749
Registration No. 333-161745
Registration No. 333-161742
Registration No. 333-145432
Registration No. 333-129156
Registration No. 333-110952
Registration No. 333-110593
Registration No. 333-100794
Registration No. 333-96615
Registration No. 333-75810
Registration No. 333-72010
Registration No. 333-71774
Registration No. 333-66430
Registration No. 333-65802
Registration No. 333-49448
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement No. 333-279849
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement NO. 333-265921
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement NO. 333-238779
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement NO. 333-204725
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement NO. 333-192713
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement NO. 333-186683
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement NO. 333-161749
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement NO. 333-161745
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement NO. 333-161742
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement NO. 333-145432
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement NO. 333-129156
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement NO. 333-110952
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement NO. 333-110593
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement NO. 333-100794
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement NO. 333-96615
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement NO. 333-75810
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement NO. 333-72010
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement NO. 333-71774
POST EFFECTIVE AMENDMENT NO. 2 TO Registration Statement on form s-8 No. 333-66430
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement NO. 333-65802
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement NO. 333-49448
UNDER THE SECURITIES ACT OF 1933
SpartanNash Company
(Exact name of Registrant as specified in its charter)
| Michigan |
38-0593940
| |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
850 76th Street S.W.
P.O. Box 8700
Grand Rapids, Michigan 49518
(Address, Including Zip Code, of Registrant’s Principal Executive Offices)
SpartanNash Company 2024 Stock Incentive Plan
SpartanNash Company Associate Stock Purchase Plan of 2022
SpartanNash Company 2020 Stock Incentive Plan
SpartanNash Company Stock Incentive Plan of 2015
Spartan Stores, Inc. Associate Stock Purchase Plan of 2009
Nash-Finch Company 2009 Incentive Award Plan
Spartan Stores, Inc. Stock Incentive Plan of 2005
Spartan Stores, Inc. Savings Plus Plan
Spartan Stores, Inc. Savings Plus Plan for Union Associates
Spartan Stores, Inc. Supplemental Savings Plan for Directors
Spartan Stores, Inc. 2001 Associate Stock Purchase Plan
Spartan Retail Savings Plus Plan
Spartan Stores, Inc. Savings Plus Plan for J.F. Walker Company Associates
Spartan Stores, Inc. Supplemental Executive Savings Plan
Spartan Stores, Inc. 2001 Stock Bonus Plan
Spartan Stores, Inc. 2001 Stock Incentive Plan
Spartan Stores, Inc. Directors’ Stock Purchase Plan
(Full title of the plans)
Ileana McAlary
Executive Vice President, Chief Legal Officer and Corporate Secretary
SpartanNash Company
850 76th Street, S.W.
P.O. Box 8700
Grand Rapids, Michigan 49518-8700
(616) 878-2000
(Name, Address and 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, 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.
| Large accelerated filer | x | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
| Emerging growth company | ¨ |
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
These post-effective amendments (the “Post-Effective Amendments”), filed by SpartanNash Company, a Michigan corporation (together with any successor or surviving entity, collectively, the “Registrant”) with the Securities and Exchange Commission (the “SEC”), relate to the following Registration Statements on Form S-8 (collectively, the “S-8 Registration Statements”) of the Registrant:
| · | Registration Statement on Form S-8 (No. 333-279849), filed with the SEC on May 31, 2024; |
| · | Registration Statement on Form S-8 (No. 333-265921), filed with the SEC on June 30, 2022; |
| · | Registration Statement on Form S-8 (No. 333-238779), filed with the SEC on May 29, 2020; |
| · | Registration Statement on Form S-8 (No. 333-204725), filed with the SEC on June 4, 2015; |
| · | Registration Statement on Form S-8 (No. 333-192713), filed with the SEC on December 6, 2013; |
| · | Registration Statement on Form S-8 (No. 333-186683), filed with the SEC on February 14, 2013; |
| · | Registration Statement on Form S-8 (No. 333-161749), filed with the SEC on September 4, 2009; |
| · | Registration Statement on Form S-8 (No. 333-161745), filed with the SEC on September 4, 2009; |
| · | Registration Statement on Form S-8 (No. 333-161742), filed with the SEC on September 4, 2009; |
| · | Registration Statement on Form S-8 (No. 333-145432), filed with the SEC on August 14, 2007; |
| · | Registration Statement on Form S-8 (No. 333-129156), filed with the SEC on October 20, 2005; |
| · | Registration Statement on Form S-8 (No. 333-110952), filed with the SEC on December 5, 2003; |
| · | Registration Statement on Form S-8 (No. 333-110593), filed with the SEC on November 19, 2003; |
| · | Registration Statement on Form S-8 (No. 333-100794), filed with the SEC on October 28, 2002; |
| · | Registration Statement on Form S-8 (No. 333-96615), filed with the SEC on July 17, 2002; |
| · | Registration Statement on Form S-8 (No. 333-75810), filed with the SEC on December 21, 2001; |
| · | Registration Statement on Form S-8 (No. 333-72010), filed with the SEC on October 22, 2001; |
| · | Registration Statement on Form S-8 (No. 333-71774), filed with the SEC on October 17, 2001; |
| · | Registration Statement on Form S-8 (No. 333-66430), filed with the SEC on August 1, 2001, as amended by the Post-Effective Amendment No. 1 filed with the SEC on July 17, 2002; |
| · | Registration Statement on Form S-8 (No. 333-65802), filed with the SEC on July 25, 2001; and |
| · | Registration Statement on Form S-8 (No. 333-49448), filed with the SEC on November 7, 2000. |
Effective as of September 22, 2025, as contemplated by the Agreement and Plan of Merger, dated as of June 22, 2025 (the “Merger Agreement”), among the Registrant, New Mackinac HoldCo, Inc. a Delaware corporation (together with any successor or surviving entity, collectively, “Parent”), Mackinac Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and C&S Wholesale Grocers, LLC, a Delaware limited liability company (“Guarantor”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as the surviving corporation and a wholly owned subsidiary of Parent.
In connection with the Merger, the Registrant has terminated any and all offerings of the Registrant’s securities pursuant to existing registration statements, including the S-8 Registration Statements. In accordance with the undertakings made by the Registrant in each of the S-8 Registration Statements to remove from registration, by means of a post-effective amendment, any of the Registrant’s securities that remain unsold at the termination of each such offering, the Registrant hereby removes from registration, by means of these Post-Effective Amendments, any and all securities registered under the S-8 Registration Statements that remain unsold as of the effectiveness of the Merger on September 22, 2025 and terminates the effectiveness of each of the S-8 Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grand Rapids, State of Michigan, on September 22, 2025.
| SpartanNash Company | ||
| By: | /s/ Ileana McAlary | |
| Name: | Ileana McAlary | |
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.