posteffamends_8.htm
 
As filed with the Secutities and Exchange Commission on February 29, 2012  Registration No. 333-10699


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
 
Tractor Supply Company
__________________________________________
(Exact name of registrant as specified in its charter)
 
Delaware
 
13-3139732
(State or other jurisdiction of incorporation)
 
(I.R.S. Employer Identification No.)
     
200 Powell Place, Brentwood, Tennessee
 
37027
(Address of principal executive offices)
 
(Zip Code)

 
Tractor Supply Company 1996 Associate Stock Purchase Plan
 (Full title of the plan)
 

 
Anthony F. Crudele
Executive Vice President – Chief Financial Officer and Treasurer 
Tractor Supply Company 
  200 Powell Place
 Brentwood, Tennessee 37027
 (615) 440-4000
 (Name, Address, and Telephone Number 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 file,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
 
 
Large accelerated filer
þ
Accelerated filer
o
 
Non-accelerated filer
o (Do not check if a smaller reporting company)
Smaller reporting company
o
 
 
 
 

 
EXPLANATORY NOTE
 
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 is being filed by Tractor Supply Company (the “Company”) solely to include as an exhibit the consent of its independent registered public accounting firm to the incorporation by reference of its reports on the financial statements appearing in the Company’s Annual Report on Form 10-K for the year ended December 25, 2010. The consent was inadvertently omitted from such Form 10-K. Other than the addition of the consent as an exhibit to this Post-Effective Amendment No. 1, there is no change to any information contained in the original Registration Statement on Form S-8 (File No. 333-10699) filed with the Securities and Exchange Commission on August 23, 1996.
 

 
 

 
Item 8. Exhibits
 
 
Reference is made to the attached Exhibit Index, which is incorporated by reference herein.
 
 
 

 
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 No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, State of Tennessee, on February 29, 2012.
 
   
Tractor Supply Company
       
   
By:
/s/ Anthony F. Crudele
     
Name: Anthony F. Crudele
     
Title: Executive Vice President - Chief Financial Officer and Treasurer
 
 
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
/s/ Anthony F. Crudele
Anthony F. Crudele
 
Executive Vice President – Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
February 29, 2012
/s/ James F. Wright
James F. Wright
 
Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)
 
February 28, 2012
                *               
Johnston C. Adams
 
Director
February 29, 2012
                *               
William Bass
 
Director
February 29, 2012
                *               
Peter Bewley
 
Director
February 29, 2012
                *               
Jack C. Bingleman
 
Director
February 29, 2012
                *               
Richard W. Frost
 
Director
February 29, 2012
                *               
Cynthia T. Jamison
 
Director
February 29, 2012
                *               
George MacKenzie
 
Director
February 29, 2012
                *               
Edna K. Morris
 
Director
February 29, 2012
 

  * By:
/s/ Benjamin F. Parrish, Jr.
 
 Benjamin F. Parrish, Jr., Attorney-in-Fact
 

 
 
 

 
EXHIBIT INDEX
 
     
Exhibit No.
 
Description
     
23.1
 
Consent of Ernst & Young LLP
24.1   Power of Attorney