As filed with the Securities and Exchange Commission on May 25, 2012

 

Registration No. 333-181318

 

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

 

 

REGAL ENTERTAINMENT GROUP

(Exact name of registrant as specified in its charter)

 

 

 

Regal Entertainment Group 2002 Stock Incentive Plan

(Full title of the plan)

 

 

Peter B. Brandow Executive Vice President and General Counsel Regal Entertainment Group 7132 Regal Lane Knoxville, Tennessee 37918 (865) 922-1123

Copy to: Keith A. Trammell, Esq. Hogan Lovells US LLP One Tabor Center, Suite 1500 1200 Seventeenth Street Denver, Colorado 80202 (303) 899-7300

(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. (Check one):

 

 

 

 

 

EXPLANATORY NOTE

 

This post-effective amendment to our registration statement on Form S-8 (File No. 333-181318) filed with the Securities and Exchange Commission on May 10, 2012 (the “Registration Statement”)  is being filed solely for the purpose of including as an exhibit to the Registration Statement,  the consent of Deloitte & Touche LLP, independent registered public accounting firm,  to the incorporation by reference in the Registration Statement of their reports with respect to the financial statements of National CineMedia, LLC.  Other than the addition of this consent as an exhibit, this post-effective amendment does not change any of the information contained in the Registration Statement.

 

 

Item 8.                                                         Exhibits.

 

Exhibit Number		Description
23.3		Consent of Deloitte & Touche LLP.

 

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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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Knoxville, State of Tennessee on this 25th day of May, 2012.

 

 

	REGAL ENTERTAINMENT GROUP
	By:	/s/ Amy E. Miles
		Name: Amy E. Miles
		Title: Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

 

Signature		Title		Date
/s/ Amy E. Miles		Chief Executive Officer and Director		May 25, 2012
Amy E. Miles		(Principal Executive Officer)
		Executive Vice President, Chief Financial Officer and
		Treasurer
/s/ David H. Ownby		(Principal Financial Officer and Principal Accounting		May 25, 2012
David H. Ownby		Officer)
*		Director		May 25, 2012
Michael L. Campbell
*		Director		May 25, 2012
Thomas D. Bell, Jr.
*		Director		May 25, 2012
Charles E. Brymer
*		Director		May 25, 2012
Stephen A. Kaplan

 

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*		Director		May 25, 2012
David H. Keyte
*		Director		May 25, 2012
Lee M. Thomas
*		Director		May 25, 2012
Jack Tyrrell
*		Director		May 25, 2012
Nestor R. Weigand, Jr.
*		Director		May 25, 2012
Alex Yemenidjian

 

* The undersigned, by signing her name hereto, does sign and execute this post-effective amendment to the Registration Statement pursuant to powers of attorney executed by the above-named officers and directors of the Registrant, which powers of attorney were included in the signature pages to the Registration Statement with the SEC.

 

	/s/ Amy E. Miles
	Amy E. Miles
	Attorney-in-Fact

 

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EXHIBIT INDEX

 

Exhibit No.		Description of Exhibit
23.3		Consent of Deloitte & Touche LLP.

 

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