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

 

Registration No. 333-67369

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-Effective Amendment No. 1

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

HELEN OF TROY LIMITED

(Exact name of registrant as specified in its charter)

 

 

Clarendon House

Church Street

Hamilton, Bermuda

(Address, including Zip Code, of Principal Executive Offices)

 

Helen of Troy Limited

1998 Employee Stock Purchase Plan

(Full title of the plan)

 

Vincent D. Carson

C/O Helen of Troy L.P.

One Helen of Troy Plaza

El Paso, Texas 79912

(Name and address of agent for service)

 

(915) 225-8000

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

 

with a copy to:

 

W. Crews Lott

Baker & McKenzie LLP

2001 Ross Avenue, Suite 2300

Dallas, Texas 75201

 

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 SHARES

 

Helen of Troy Limited (the “Company”) is filing this Post-Effective Amendment (the “Post-Effective Amendment”) in order to withdraw and remove from registration the unissued and unsold common shares of the Company previously registered by the Company pursuant to its Registration Statement on Form S-8 (File No. 333-67369) (the “Registration Statement”), which relates to the Company’s 1998 Employee Stock Purchase Plan, which has expired.

 

This Post-Effective Amendment hereby amends the Registration Statement to deregister all of the unissued and unsold common shares of the Company registered under the Registration Statement.  As a result of this deregistration, no common shares of the Company remain registered for sale pursuant to the Registration Statement.

 

2

 

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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of El Paso, State of Texas, on this 13th day of January, 2009.

 

 

	HELEN OF TROY LIMITED
	By:	/s/ Gerald J. Rubin
		Gerald J. Rubin
		Chairman of the Board, Chief Executive Officer
		and President (Principal Executive Officer)

 

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.

 

NAME		TITLE		DATE
/s/ Gerald J. Rubin		Chairman of the Board, Chief Executive Officer, President and Director (Principal Executive Officer)		January 13, 2009
Gerald J. Rubin
/s/ Thomas J. Benson		Senior Vice President and Chief Financial Officer (Principal Financial Officer)		January 13, 2009
Thomas J. Benson
/s/ Richard J. Oppenheim		Financial Controller (Principal Accounting Officer)		January 13, 2009
Richard J. Oppenheim
/s/ Gary B. Abromovitz		Director		January 13, 2009
Gary B. Abromovitz
/s/ John B. Butterworth		Director		January 13, 2009
John B. Butterworth
/s/ Timothy F. Meeker		Director		January 13, 2009
Timothy F. Meeker
/s/ Byron H. Rubin		Director		January 13, 2009
Byron H. Rubin
/s/ Stanlee N. Rubin		Director		January 13, 2009
Stanlee N. Rubin

 

3

 

/s/ Adolpho R. Telles		Director		January 13, 2009
Adolpho R. Telles
/s/ Darren G. Woody		Director		January 13, 2009
Darren G. Woody

 

4