As filed with the Securities and Exchange Commission on October 4, 2019.

Registration No. 333-188941

Registration No. 333-204084

Registration No. 333-229993

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

Form S-8 Registration Statement (No. 333-188941)

Form S-8 Registration Statement (No. 333-204084)

Form S-8 Registration Statement (No. 333-229993)

UNDER

THE SECURITIES ACT OF 1933

SOTHEBY'S

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of

Incorporation or Organization)

38-2478409

(I.R.S. Employer

Identification No.)

1334 York Avenue

New York, New York

(Address of Principal Executive Offices)

10021

(Zip Code)

Sotheby's 2018 Equity Incentive Plan

Sotheby's Stock Compensation Plan for Non-Employee Directors

Second Amended and Restated Sotheby's Restricted Stock Unit Plan

(Full Title of the Plans)

David G. Schwartz

Senior Vice President, Chief Securities Counsel and Corporate Secretary

Sotheby's

1334 York Avenue

New York, New York 10021

(Name and Address of Agent for Service)

(212) 606-7000

(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, a smaller reporting company or an emerging growth company. See the definitions of 'large accelerated filer,' 'accelerated filer,' 'smaller reporting company' and 'emerging growth company' in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer (Do not check if a smaller reporting company)

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.

o

EXPLANATORY NOTE /

DEREGISTRATION OF SECURITIES

On June 16, 2019, as previously reported, Sotheby's (the 'Company') entered into an Agreement and Plan of Merger (the 'Merger Agreement') by and among the Company, Bidfair USA LLC, a Delaware limited liability company ('Parent'), and BidFair MergeRight Inc., a Delaware corporation and wholly-owned subsidiary of Parent ('Merger Sub'). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the 'Merger'), with the Company continuing as the surviving company in the Merger.

The Company previously registered shares of the Company's common stock, $0.01 par value per share, under the below referenced Registration Statements on Form S-8 (the 'Registration Statements') concerning shares issuable or issued under certain employee benefit and equity plans and agreements. As a result of the consummation of the Merger, the Company has terminated all offerings of its securities pursuant to the below referenced Registration Statements. In accordance with an undertaking made by the Company in each of the Registration Statements to remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities of the Company registered pursuant to the Registration Statements that remain unsold as of the date hereof.

Registration

No.

Date Filed

With

the SEC

Name of Equity Plan

Number of Shares of

Common Stock

Originally Registered

333-229993

3/1/2019

Sotheby's 2018 Equity Incentive Plan

6,000,000

333-204084

5/12/2015

Sotheby's Stock Compensation Plan for Non-Employee Directors

200,000

333-188941

5/30/2013

Second Amended and Restated Sotheby's Restricted Stock Unit Plan

3,000,000

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this fourth day of October, 2019.

SOTHEBY'S

By:

/s/ David G. Schwartz

David Schwartz

Senior Vice President, Chief Securities Counsel and Corporate Secretary

Date:

October 4, 2019

No other person is required to sign the Post-Effective Amendments to the Registration Statements in reliance upon Rule 478 of the Securities Act of 1933, as amended.

Attachments

  • Original document
  • Permalink

Disclaimer

Sotheby's Inc. published this content on 04 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 October 2019 13:31:04 UTC