UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-168574

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-163481

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-148518

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-111949

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-75686

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-72248

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-51912

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-84959

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-35223

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 33-60459

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 33-67128

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 33-17552

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 33-41660

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 33-50998

 

UNDER
THE SECURITIES ACT OF 1933

 

THE TIMBERLAND COMPANY

(Exact name of registrant as specified in its charter)

 

 

200 DOMAIN DRIVE

STRATHAM, NH 03885

(Address of Principal Executive Offices)

 

The Timberland Company 2007 Incentive Plan, as amended

1991 Employee Stock Purchase Plan, as amended

The Timberland Company 2007 Incentive Plan

1997 Incentive Plan

1997 Incentive Plan

2001 Non-Employee Directors Stock Plan

Deferred Compensation Plan

1991 Employee Stock Option Plan

1997 Stock Option Plan For Non-Executive Employees; 1997 Incentive Plan

1991 Employee Stock Purchase Plan

1987 Stock Option Plan

1987 Employee Stock Purchase Plan

1991 Employee Stock Purchase Plan

1991 Non-Employee Directors Stock Option Plan

(Full Title of the Plan)

 

Danette Wineberg, Esq.

Vice President, General Counsel and Secretary

The Timberland Company

200 Domain Drive

Stratham, New Hampshire 03885

(603) 772-9500

(Name, Address and Telephone Number,

including Area Code, of Agent for Service)

 

Copy to:
William J. Chudd, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450 - 4000

 

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.

 

 

 

 

DEREGISTRATION OF SECURITIES

 

These Post-Effective Amendments (each, a “Post-Effective Amendment,” and collectively, the “Post-Effective Amendments”), filed by The Timberland Company, a Delaware corporation (the “Company” or “Timberland”), deregister all securities remaining unissued under the following registration statements on Form S-8 filed by the Company (the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”), pertaining to the registration of shares of stock and interests therein offered under certain employee benefit and equity plans and agreements (the “Plans”):

 

Registration No.		Date Filed With the SEC		Name of Equity Plan or Agreement
333-168574		August 6, 2010		The Timberland Company 2007 Incentive Plan, as amended
333-163481		December 4, 2009		1991 Employee Stock Purchase Plan, as amended
333-148518		January 8, 2008		The Timberland Company 2007 Incentive Plan
333-111949		January 15, 2004		1997 Incentive Plan
333-75686		December 21, 2001		1997 Incentive Plan
333-72248		October 26, 2001		2001 Non-Employee Directors Stock Plan
333-51912		December 15, 2000		Deferred Compensation Plan
333-84959		August 11, 1999		1991 Employee Stock Option Plan
333-35223		September 9, 1997		1997 Stock Option Plan For Non-Executive Employees; 1997 Incentive Plan
33-60459		June 21, 1995		1991 Employee Stock Purchase Plan
33-67128		August 6, 1993		1987 Stock Option Plan
33-17552		September 30, 1987		1987 Employee Stock Purchase Plan
33-41660		July 9, 1991		1991 Employee Stock Purchase Plan
33-50998		August 18, 1992		1991 Stock Option Plan for Non-Employee Directors

 

On June 12, 2011, the Company entered into an Agreement and Plan of Merger with V.F. Corporation, a Pennsylvania corporation (“VF”), and VF Enterprises, Inc., a Delaware corporation and a direct wholly-owned subsidiary of VF (“Merger Sub”), providing for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving corporation as a direct wholly-owned subsidiary of VF. The Merger became effective on September 13, 2011 (the “Effective Time”), pursuant to the Certificate of Merger filed with the Secretary of State of the State of Delaware.

 

In connection with the Merger, the Company has terminated the Plans and all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities

 

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which remain unsold at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statements that remain unsold as of the date of these Post-Effective Amendments and terminates the effectiveness 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 Town of Stratham, the State of New Hampshire, on this 14th day of September, 2011.

 

	THE TIMBERLAND COMPANY
Date: September 14, 2011	By:	/s/ Carrie W. Teffner
		Name: Carrie W. Teffner
		Title:   Chief Financial Officer

 

 

Pursuant to the requirements of Securities Act of 1933, these Post-Effective Amendments to the Registration Statements on Form S-8 have been signed by the following persons on this 14th day of September, 2011 in the capacities indicated.

 

/S/ STEVEN E. RENDLE		President and Chief Executive Officer
STEVEN E. RENDLE		(Principal Executive Officer)
/S/ CARRIE W. TEFFNER		Chief Financial Officer
CARRIE W. TEFFNER		(Principal Financial Officer)
/S/ LAURA C.MEAGHER		Director
LAURA C.MEAGHER

 

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