Dollar General Corporation
DOLLAR GENERAL CORP (Form: S-8 POS, Received: 08/29/2016 14:40:54)


As filed with the Securities and Exchange Commission on August 29, 2016


Registration No. 333-151661


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


DOLLAR GENERAL CORPORATION

(Exact name of registrant as specified in its charter)



Tennessee

61-0502302

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)



100 Mission Ridge

Goodlettsville, Tennessee

37072

(Address of Principal Executive Offices)

(Zip Code)



DOLLAR GENERAL CORPORATION

1998 STOCK INCENTIVE PLAN

(Full title of the plan)



Rhonda M. Taylor

Executive Vice President and General Counsel

100 Mission Ridge

Goodlettsville, Tennessee 37072

(Name and address of agent for service)



(615) 855-4000

(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, 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 relates to the Registration Statement on Form S-8, registration no. 333-151661, filed on June 13, 2008 (the Registration Statement ), registering 1,799,102 shares of Dollar General Corporation ( Dollar General ) common stock (the Common Stock ) issuable upon the exercise of stock options previously awarded under the Dollar General Corporation 1998 Stock Incentive Plan (the Plan ).


All stock options previously awarded under the Plan have been exercised or have been terminated, cancelled or forfeited.  Accordingly, Dollar General is filing this Post-Effective Amendment to the Registration Statement to terminate the Registration Statement and to deregister all the shares of Common Stock registered but unsold under the Registration Statement, if any, in accordance with the undertaking made by Dollar General in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.





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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 be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goodlettsville, State of Tennessee, on this 29 th day of August 2016.



DOLLAR GENERAL CORPORATION








By:

/s/ Rhonda M. Taylor



Rhonda M. Taylor

Executive Vice President and General Counsel

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities and on the date(s) indicated.


Signature

Capacity

Date



 /s/ Todd J. Vasos



Chief Executive Officer and Director



August 29, 2016

Todd J. Vasos

(principal executive officer)








/s/ John W. Garratt

Executive Vice President and

August 29, 2016

John W. Garratt

Chief Financial Officer

(principal financial officer)








/s/ Anita C. Elliott

Senior Vice President and

August 29, 2016

Anita C. Elliott

Chief Accounting Officer

(principal accounting officer)








/s/ Warren F. Bryant

Director

August 29, 2016

Warren F. Bryant









/s/ Michael M. Calbert

Director

August 29, 2016

Michael M. Calbert









/s/ Sandra B. Cochran

Director

August 29, 2016

Sandra B. Cochran















 

 

 



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/s/ Patricia D. Fili-Krushel

Director

August 29, 2016

Patricia D. Fili-Krushel









/s/ Paula A. Price

Director

August 29, 2016

Paula A. Price









/s/ William C. Rhodes, III

Director

August 29, 2016

William C. Rhodes, III









/s/ David B. Rickard

Director

August 29, 2016

David B. Rickard








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