SEC Form S-8 POS filed by Loyalty Ventures Inc.

As filed with the United States Securities and Exchange Commission on March 24, 2023

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Registration Nos. 333-260914

333-262585

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-260914

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-262585

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UNDER THE SECURITIES ACT OF 1933

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LOYALTY VENTURES INC.

(Exact name of registrant as specified in its charter)

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Loyalty Ventures Inc. 2021 Omnibus Incentive Plan
Loyalty Ventures Inc. Employee Stock Purchase Plan

(Full title of the plans)

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Cynthia L. Hageman

8235 Douglas Avenue, Suite 1200

Dallas, TX, 75225

(Name and address of agent for service)

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(972) 338-5170

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

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COPIES TO:

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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.

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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. ⌧

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EXPLANATORY NOTE

Deregistration of Common Stock

These Post-Effective Amendments are being filed by Loyalty Ventures Inc. (the “Company”) to deregister all shares of common stock, par value $0.01 per share (“Common Stock”), of the Company remaining unsold under the following Registration Statements on Form S-8 (the “Registration Statements”) filed by the Company with the Securities and Exchange Commission (the “SEC”):

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As previously disclosed, on March 10, 2023, the Company and certain of its affiliates (together with the Company, the “Debtors”) commenced voluntary cases (the “Chapter 11 Cases”) under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. The Debtors’ Chapter 11 Cases are jointly administered under the caption In re Loyalty Ventures Inc., et al., Case No. 23-90111 (CML).

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As a result of the Chapter 11 Cases, the Company has terminated all offerings of securities pursuant to the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of post-effective amendments, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Company hereby removes from registration by means of these Post-Effective Amendments all of such securities registered but unsold under the Registration Statements. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities and the Company hereby terminates the effectiveness of each of the Registration Statements.

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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 Dallas, State of Texas, on March 24, 2023.

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Note: Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments to the Registration Statements.