SEC Form POS AM filed by Big 5 Sporting Goods Corporation
As filed with the Securities and Exchange Commission on October 2, 2025
Registration on Form S-3 (No. 333-109570)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Big 5 Sporting Goods Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 95-4388794 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
2525 East El Segundo Boulevard
El Segundo, California 90245
(310) 536-0611
(Address, including zip code, and telephone number, including area code, of registrant’s Principal Executive Offices)
Ian R. Landgreen
General Counsel & Corporate Secretary
Big 5 Sporting Goods Corporation
2525 East El Segundo Boulevard
El Segundo, California 90245
(310) 536-0611
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Jeffrey A. Brill
David Eisman
Glen Mastroberte
Skadden, Arps, Slate Meagher & Flom LLP
One Manhattan West
395 9th Avenue
New York, New York 10001
(212) 735-3000
Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were registered but not sold pursuant to Registration Statement No. 333-109570.
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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 | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File No. 333-109570) (the “Registration Statement”) of Big 5 Sporting Goods Corporation, a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission on October 8, 2003, registering up to $96,392,176 in aggregate principal amount for issuance of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and is being filed to deregister any and all securities that remain unsold or otherwise unissued under such Registration Statement.
On October 2, 2025, pursuant to an Agreement and Plan of Merger, dated as of June 29, 2025, by and among the Company, Worldwide Sports Group Holdings LLC, a Delaware limited liability company (“Parent”), WSG Merger LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Parent (“Merger Sub”), and, solely for purposes of Section 9.13 of the Merger Agreement, Worldwide Golf Group LLC, a Delaware limited liability company, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). As a result of the Merger, the shares of Common Stock will cease to be publicly traded. The Company intends to file a Form 15 to terminate registration under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its duty to file reports under Sections 13 and 15(d) of the Exchange Act.
As a result of the Merger, the Company has terminated all offerings of the Company’s securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. The Company hereby removes from registration all of such securities of the Company registered but not sold or otherwise issued under the Registration Statement, if any, as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Company hereby terminates the effectiveness of the Registration Statement.
1
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-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of El Segundo, state of California, on October 2, 2025.
| BIG 5 SPORTING GOODS CORPORATION | ||
| By: | /s/ Steven G. Miller | |
| Name: | Steven G. Miller | |
| Title: | President and Chief Executive Officer | |
No other person is required to sign this Post-Effective Amendment No. 1 in reliance upon Rule 478 under the Securities Act of 1933, as amended.