As filed with the Securities and Exchange Commission on November 18, 2009

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

 

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

 

DOLLAR GENERAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

100 Mission Ridge

Goodlettsville, Tennessee 37072

(Address of Principal Executive Offices, including Zip Code)

 

AMENDED AND RESTATED
2007 STOCK INCENTIVE PLAN
FOR KEY EMPLOYEES OF
DOLLAR GENERAL CORPORATION AND ITS AFFILIATES

(Full Title of the Plan)

 

Susan S. Lanigan
Executive Vice President and General Counsel

100 Mission Ridge

Goodlettsville, Tennessee  37072

(615) 855-4000

(Name, Address and 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 o	Accelerated filer o
Non-accelerated filer x (Do not check if a smaller reporting company)	Smaller reporting company o

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Share(2)			Proposed Maximum Aggregate Offering Price(2)			Amount of Registration Fee(2)
Common Stock, par value $.875 per share		15,428,572 shares		$	22.43		$	346,062,870		$	19,311

(1)   Plus such indeterminate number of additional shares as may be required to cover antidilutive adjustments under the Amended and Restated 2007 Stock Incentive Plan (the “Plan”).

 

(2)   Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended, solely for the purpose of determining the amount of the registration fee, based upon the average of the high and low prices reported for the Company’s Common Stock on the New York Stock Exchange Consolidated Tape on November 13, 2009 (U.S. $22.43).

 

 

 

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Pursuant to General Instruction E of Form S-8, the undersigned Registrant hereby files this Registration Statement on Form S-8 (the “Registration Statement”) to register an additional 15,428,572 shares of the Company’s common stock, $0.875 par value (the “Common Stock”), for issuance under the Amended and Restated 2007 Stock Incentive Plan for Key Employees of Dollar General Corporation and its Affiliates (the “Plan”).  The Registrant previously registered 24,000,000 and 3,500,000 shares for issuance pursuant to the Plan on Form S-8 (Registration Nos. 333-151047 and 333-151655) filed with the Securities and Exchange Commission on May 20, 2009 and June 13, 2008, respectively.  Subsequent to the filing of such registration statements, the Registrant effected a 1 for 1.75 reverse stock split and authorized an additional 15,428,572 shares for issuance pursuant to the Plan, resulting in a total of 31,142,858 shares available for issuance pursuant to the Plan.  In accordance with Section E of the General Instructions to Form S-8, the Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “SEC”) relating to the Plan (Registration Nos. 333-151047 and 333-151655) are incorporated by reference herein, except that the provisions contained in Part II of such earlier registration statements are modified as set forth in this Registration Statement.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.            Incorporation of Documents by Reference.

 

The documents listed below are incorporated by reference in this registration statement:

 

·                   The Company’s Prospectus dated November 12, 2009 filed pursuant to Rule 424(b) under the Securities Act as part of the Registration Statement on Form S-1 (file number 333-161464), filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2009.

 

·                   The Company’s Quarterly Reports on Form 10-Q for the quarters ended May 1, 2009 and July 31, 2009, filed with the SEC on June 2, 2009 and September 10, 2009, respectively.

 

·                   The Company’s Current Reports on Form 8-K dated February 25, 2009, March 16, 2009, March 24, 2009, March 30, 2009, July 31, 2009, and November 18, 2009, filed with the SEC on February 25, 2009, March 20, 2009, March 24, 2009, April 3, 2009, August 4, 2009, and November 18, 2009, respectively, and the Company’s Current Report on Form 8-K/A dated July 6, 2007, filed with the SEC on April 21, 2009.

 

·                   The description of the Company’s Common Stock contained in the Company’s Form 8-A filed with the SEC on November 6, 2009.

 

In addition, all documents that the Company subsequently files pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part thereof from the date of filing of such documents.  Any statements contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or replaced for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or replaces such statement.  Any statement so modified or replaced shall not be deemed, except as so modified or replaced, to constitute a part hereof.

 

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