<PAGE>
As filed with the Securities and Exchange Commission on August 9, 2000
Registration No. 333-36066
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
-----------------------
PAPER WAREHOUSE, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1612534
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7630 EXCELSIOR BOULEVARD
MINNEAPOLIS, MINNESOTA 55426
(Address of Principal Executive Offices) (Zip Code)
-----------------------
PAPER WAREHOUSE, INC.
AMENDED AND RESTATED
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
-----------------------
YALE T. DOLGINOW
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PAPER WAREHOUSE, INC.
7630 EXCELSIOR BOULEVARD
MINNEAPOLIS, MN 55426
(952) 936-1000
(Name, address and telephone number,
including area code, of agent for service)
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED PRICE PER UNIT PRICE REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share N/A(1) N/A(1) N/A(1) N/A(1)
====================================================================================================================
</TABLE>
(1) This Post-Effective Amendment No. 1 is filed to deregister securities
registered for issuance pursuant to the Paper Warehouse, Inc. 1998 Amended
and Restated Employee Stock Purchase Plan.
<PAGE>
POST-EFFECTIVE AMENDMENT NO. 1
Pursuant to instructions from the Securities and Exchange Commission
(the "SEC"), Paper Warehouse, Inc. (the "Registrant") is filing this
Post-Effective Amendment No. 1 (the "Amendment") to deregister securities
registered for issuance pursuant to the Paper Warehouse, Inc. 1998 Amended and
Restated Employee Stock Purchase Plan (the "Plan") on May 2, 2000, Registration
No. 333-36066 (the "Registration Statement"). The Registration Statement
registered 150,000 shares of Common Stock for issuance under the Plan. The
purpose of this Amendment is to deregister 9,246 shares previously registered
for issuance under the Plan (the "Deregistered Shares") pursuant to the
Registration Statement. As there are no securities being registered hereby, the
sole purpose of the Amendment being to deregister securities, the disclosure
requirements under the Securities Act of 1933, as amended, and the requirement
for exhibits under Regulation S-K Item 601 are inapplicable to this filing.
In accordance with Instruction C to Form S-8, the Registrant is
simultaneously filing with this Amendment a Registration Statement on Form S-8
to carry forward the Deregistered Shares for issuance pursuant to the Plan under
a reoffer prospectus.
2
<PAGE>
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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, on August 9, 2000.
PAPER WAREHOUSE, INC.
By:
-------------------------------------------
Yale T. Dolginow
President and Chief Executive Officer
(principal executive officer)
By:
-------------------------------------------
Cheryl W. Newell
Vice President and Chief Financial Officer
(principal financial officer)
By:
-------------------------------------------
Diana G. Purcel
Controller
(principal accounting officer)
3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed on
August 9, 2000 by the following persons in the capacities indicated.
SIGNATURE TITLE
--------- -----
President and Chief Executive Officer
----------------------------- and Director, Chairman of the Board
Yale T. Dolginow
Secretary and Director
-----------------------------
Diane C. Dolginow
Director
-----------------------------
Arthur H. Cobb
Director
-----------------------------
Marvin W. Goldstein
Director
-----------------------------
Jeffrey S. Halpern
Director
-----------------------------
Martin A. Mayer
Director
-----------------------------
Richard W. Perkins
Vice President and Chief Financial Officer
-----------------------------
Cheryl W. Newell
Controller
-----------------------------
Diana G. Purcel
4
