UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
POST-
EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
LONGS DRUG STORES
CORPORATION
(
Exact name of
registrant as specified in charter
)
|
Maryland
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68-0048627
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(
State
or other jurisdiction of
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(
IRS
Employer Identification No.
)
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incorporation
or organization
)
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141 North Civic
Drive
Walnut Creek
,
California
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94596
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(
Address
)
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(
Zip
code
)
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Longs Drug Stores
Corporation
1995 Long-Term Incentive
Plan
(
Full title of the
plan
s
)
Douglas A. Sgarro
Vice President and
Secretary
LONGS DRUG STORES
CORPORATION
141 North Civic
Drive
Walnut Creek
,
California 94596
(
Name and address of
agent for service
)
(925) 937-1170
(
Telephone number,
including area code, of agent for service
)
Copies
to
:
Louis
L. Goldberg, Esq.
John
D. Amorosi, Esq.
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, New York 10017
Telephone:
(212) 450-4000
EXPLANATORY NOTE
DEREGISTRATION OF
SECURITIES
This Post-Effective
Amendment
No. 2
, filed by
Longs Drug Stores
Corporation
(
“
Longs
”
), relates to
Longs’
Registration Statement on Form S-8
(
No.
0
33-
54959
)
(the
“
Registration
Statement
”
),
as amended on August 29, 2002 by
Post-Effective Amendment No. 1,
pursuant to which
Longs
registered the issuance of up to
1,400,000
shares of its Common Stock,
$0.
50
par value per share, issuable under the
Longs Drug Stores
Corporation 1995 Long-Term Incentive Plan
.
On
October 30
, 2008, pursuant to the Agreement and
Plan of Merger, dated as of
August 12
, 2008, among
Longs
,
CVS Caremark Corporation
(
“
CVS
”
) and
Blue MergerSub
Corp., a wholly-owned subsidiary of
CVS
(
“
Acquisition
”
), Acquisition merged with and into
Longs
with
Longs
surviving as a wholly-owned subsidiary
of
CVS
(the
“
Merger
”
). The Merger became
effective on
October
30
, 2008 by the filing of
Articles
of Merger with the Secretary of State
of the State of
Maryland
. As a result,
Longs
has terminated all offerings of its
securities pursuant to the Registration Statement. In accordance with
undertakings made by
Longs
in the Registration Statement,
Longs
hereby removes from registration all
securities under the Registration Statement which remained unsold as of the
effective time of the Merger.
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 this Post-Effective
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Woonsocket, State of Rhode
Island, on the 31st
day of
October
, 2008
.
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Longs
Drug Stores Corporation
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By:
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/s/ Douglas A. Sgarro
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Name:
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Douglas
A. Sgarro
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Title:
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Vice
President and Secretary
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed by
the following persons in the capacities held on the 31st
day of
October
, 2008
.
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/s/
David B. Rickard
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David
B. Rickard
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President
(Principal Executive Officer & Director)
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/s/
David M. Denton
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David
M. Denton
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Vice
President, Chief Financial Officer and Treasurer (Principal Financial
Officer & Director)
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/s/
Douglas A. Sgarro
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Douglas
A. Sgarro
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Vice
President and Secretary (Director)
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