As filed with the Securities and Exchange Commission on September 4, 2025
Registration No. 333-233622
Registration No. 333-221986
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO:
FORM S-3 REGISTRATION STATEMENT NO. 333-233622
FORM S-3 REGISTRATION STATEMENT NO. 333-221986
UNDER
THE SECURITIES ACT OF 1933
GMS Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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46-2931287
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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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115 Perimeter Center Place, Suite 600
Atlanta, Georgia
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30346
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(Address of Principal Executive Offices)
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(Zip Code)
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Scott M. Deakin
Chief Financial Officer
GMS Inc.
115 Perimeter Center Place, Suite 600
Atlanta, Georgia 30346
(800) 392-4619
(Name, address and telephone number of agent for service)
Copies to:
Michael J. Aiello, Esq.
Michelle A. Sargent, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
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.
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Large accelerated filer
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☑ |
Accelerated filer
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☐ |
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Non-accelerated filer
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☐ |
Smaller reporting company
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☐ |
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Emerging growth company
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☐ |
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 (this “Post-Effective Amendment”) relates to the following Registration Statements on Form S-3 (collectively, the “Registration Statements”) filed by GMS
Inc., a Delaware corporation (“GMS”), with the Securities and Exchange Commission, to deregister any and all securities, registered but unsold or otherwise unissued as of the date hereof under the Registration Statements:
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•
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Registration Statement No. 333-233622, filed on September 4, 2019, registering the offer and sale from
time to time by certain selling stockholders of an indeterminate number of shares of common stock, par value $0.01 per share, of GMS (the “Common Stock”); and
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Registration Statement No. 333-221986, filed on December 11, 2017, registering the offer and sale from
time to time an indeterminate number of shares of Common Stock.
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Pursuant to the Agreement and Plan of Merger, dated as of June 29, 2025 (the “Merger Agreement”), by and among GMS, The Home Depot, Inc., a Delaware corporation (“The Home Depot”), and
Gold Acquisition Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of The Home Depot (“Merger Sub”), Merger Sub merged with and into GMS with GMS surviving the merger as an indirect wholly owned subsidiary of The Home
Depot. The merger became effective on September 4, 2025, upon the filing of a certificate of merger with the Secretary of State of the State of Delaware.
As a result of the transactions contemplated by the Merger Agreement, GMS has terminated all offerings of its securities pursuant to the Registration Statements and, in accordance with undertaking
made by GMS in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, hereby removes and withdraws from
registration all securities registered pursuant to the Registration Statements that remain unsold as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURE
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 these Post-Effective
Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on September 4, 2025.
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GMS INC.
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By:
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/s/ Scott M. Deakin
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Name:
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Scott M. Deakin
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Title:
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Chief Financial Officer
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Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
