As
filed with the Securities and Exchange Commission on July 30,
2010
Registration
No. 333-131704
SECURITIES
AND EXCHANGE COMMISSION
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION
STATEMENT
UNDER THE
SECURITIES ACT OF 1933
_________________________________________________
The
Orchard Enterprises, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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20-3365526
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(State
or other jurisdiction of incorporation)
or
organization)
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(I.R.S.
Employer Identification No.)
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23
East 4th Street,
3rd
Floor
New
York, New York 10003
(Address,
including zip code, of each registrant’s principal executive
offices)
_________________________________________________
The
Amended and Restated Orchard Enterprises, Inc. 2008 Stock Plan
(formerly
the Digital Music Group, Inc. Amended and Restated 2005 Stock Plan)
(Full
Title of the Plan)
_________________________________________________
Alexis
H. Shapiro, Esq.
Senior
Vice President, General Counsel and Secretary
23
East 4th Street,
3rd
Floor
New
York, New York 10003
(212)
201-9280
(Name,
address, including zip code, and telephone number, including area code, of agent
for services)
_________________________________________________
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):
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
(Do
not check if a smaller reporting company)
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Smaller
reporting company x
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EXPLANATORY
NOTE
DEREGISTRATION
OF SECURITIES
This Post-Effective Amendment No. 2
(this “Amendment”) to each Registration Statement on Form S-8 (Registration Nos.
333-131704 and 333-140313) (the “Registration Statements”) is being filed for
the sole purpose of terminating the Registration Statements and deregistering
any unissued shares of the Company’s common stock, par value $0.01 per share
(the “Common Stock”), previously registered under the Registration Statements
and issuable under The Amended and Restated Orchard Enterprises, Inc. 2008 Stock
Plan. The Company hereby removes from registration any and all
unissued shares of Common Stock registered under the Registration
Statements.
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 Amendment to each of the
Registration Statements to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 30th day of
July, 2010.
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THE
ORCHARD ENTERPRISES, INC.
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By:
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/s/ Bradley Navin
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Bradley
Navin
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Chief
Executive Officer
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