As filed with the Securities and Exchange Commission on July 14, 2009

Registration Nos. 333-104205

333-115714

333-138317

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
                    

FORM S-8

POST-EFFECTIVE AMENDMENT NO. 1 TO

 

FORM S-8 REGISTRATION STATEMENT NO. 333-104205

 

FORM S-8 REGISTRATION STATEMENT NO. 333-115714

 

FORM S-8 REGISTRATION STATEMENT NO. 333-138317

 

UNDER THE SECURITIES ACT OF 1933
                    

MACY’S, INC.
(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		13-3324058 (I.R.S. Employer Identification No.)
	7 West Seventh Street Cincinnati, Ohio  45202 (Address, including zip code, of Registrant’s principal executive offices)

 

MACY’S, INC. 1995 EXECUTIVE  EQUITY INCENTIVE PLAN
(Full title of the Plan)
                     

Dennis J. Broderick, Esq.
Executive Vice President, General Counsel, and Secretary
Macy’s, Inc.
7 West Seventh Street
Cincinnati, Ohio  45202
(513) 579-7000
(Name, address and telephone number, including area code, of agent for service)

                    

Indicate by checkmark 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   __

EXPLANATORY NOTE

      This Post-Effective Amendment No. 1 to Registration Statements on Form S-8 is filed in order to deregister certain securities issuable under the Macy’s, Inc. 1995 Executive Equity Incentive Plan (the “1995 Plan”), which were registered under the following Registration Statements on Form S-8, filed by the Registrant with the Securities and Exchange Commission (the “Commission”) and becoming effective on the following dates (collectively, the “Prior Registration Statements”) (share numbers are adjusted, as applicable, to reflect a June 2006 stock split):

 

        1.     File No. 333-104205, pertaining to the registration of 10,000,000 shares of Common Stock, par value $0.01 per share, of the Registrant (“Common Stock”), filed and effective on April 1, 2003;

 

        2.     File No. 333-115714, pertaining to the registration of 64,167,138 shares of Common Stock, filed and effective on May 21, 2004; and

 

        2.     File No. 333-138317, pertaining to the registration of 12,000,000 shares of Common Stock, filed and effective on October 31, 2006.

 

        At the Annual Meeting of Shareholders of the Registrant held on May 15, 2009, the Registrant’s shareholders approved the Macy’s, Inc. 2009 Omnibus Incentive Compensation Plan (the “2009 Plan”), which provides, among other things, that shares of Common Stock subject to awards outstanding under the 1995 Plan and the Registrant’s 1994 Stock Incentive Plan (the “1994 Plan”) that expire unexercised or are forfeited or settled for cash (in whole or in part), as applicable, after January 31, 2009 shall become available for issuance under the 2009 Plan.  The outstanding awards under the 1995 Plan consist of (i) shares of restricted stock issued to participants that have not yet vested, (ii) restricted stock units granted to participants that have not yet vested and, accordingly, pursuant to which no shares have been issued, or (iii) stock options granted to participants that have not yet been exercised and, accordingly, pursuant to which no shares have been issued.  As of the date of this Post-Effective Amendment No. 1, there are 1,174,830 shares of Common Stock that were subject to outstanding awards under the 1995 Plan, but that are now available for issuance under the 2009 Plan because such awards expired unexercised or were forfeited or settled for cash (in whole or in part) since January 31, 2009 (such shares, the “Carried Forward Shares”).  Additionally, 11,329,801 shares of Common Stock that were available for grant under the 1995 Plan but were not subject to outstanding awards when the 2009 Plan became effective (the “Remaining Shares”) will not be issued under the 1995 Plan.

 

        The Registrant is concurrently filing a separate Registration Statement on Form S-8 to (i) register the Carried Forward Shares for issuance under the 2009 Plan; (ii) register 2,983,530 additional carried forward shares from the 1994 Plan for issuance under the 2009 Plan; and (iii) register 39,856,113 additional shares of Common Stock for issuance under the 2009 Plan.

 

        This Post-Effective Amendment No. 1 is hereby filed to: (i) reflect that, following the date hereof, the Carried Forward Shares may not be issued under the 1995 Plan; (ii) deregister the Carried Forward Shares under the Prior Registration Statements; and (iii) deregister the Remaining Shares.

 

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 No. 1 to Form S-8 Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on this 14th day of July, 2009.
	MACY’S, INC.
	By:  /s/ Dennis J. Broderick
	Dennis J. Broderick
	Executive Vice President, General Counsel and Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature		Title	Date
*                                                   Terry L. Lundgren		Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)	July 14, 2009
*                                                    Karen M. Hoguet		Chief Financial Officer (Principal Financial Officer)	July 14, 2009
*                                                      Joel A. Belsky		Executive Vice President and Controller (Principal Accounting Officer)	July 14, 2009
Stephen F. Bollenbach		Director
Deirdre Connelly		Director
*                                                     Meyer Feldberg		Director	July 14, 2009
*                                                      Sara Levinson		Director	July 14, 2009
*                                                    Joseph Neubauer		Director	July 14, 2009
*                                                    Joseph A. Pichler		Director	July 14, 2009
Joyce M. Roché		Director
*                                              Karl M. von der Heyden		Director	July 14, 2009
*                                                  Craig E. Weatherup		Director	July 14, 2009
*                                               Marna C. Whittington		Director	July 14, 2009

 

*       The undersigned, by signing his name hereto, does sign and execute this Registration Statement pursuant to Powers of Attorney executed by the above-named persons and filed with the Securities and Exchange Commission.

 

Dated:  July 14, 2009	By:          /s/ Dennis J. Broderick
	Dennis J. Broderick,
	Attorney-in-Fact