1 As filed with the Securities and Exchange Commission on February 12, 2001 Registration No. 333-58541 ================================================================================ 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 --------------- GENESCO INC. (Exact name of Registrant as specified in its Charter) TENNESSEE (State or other Jurisdiction of Incorporation or Organization) 62-0211340 (I.R.S. Employee Identification Number) 1415 MURFREESBORO ROAD NASHVILLE, TENNESSEE 37217-2895 (615) 367-7000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ROGER G. SISSON SECRETARY AND GENERAL COUNSEL GENESCO INC. 1415 MURFREESBORO ROAD NASHVILLE, TENNESSEE 37217-2895 (615) 367-7000 (Name, Address, Including Zip Code, and Telephone Number Including Area Code, of Agent For Service) Copy to: BARBARA M. MAYDEN BASS, BERRY & SIMS PLC 315 DEADERICK STREET, SUITE 2700 NASHVILLE, TENNESSEE 37238 (615) 742-6200 ------------------------------------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]
2 If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] DEREGISTRATION OF SECURITIES The purpose of this Post-Effective Amendment No. 1 (this "Amendment") to the Registration Statement on Form S-3 (Registration No. 333-58541) (the "Registration Statement") of Genesco Inc., a Tennessee corporation ("Genesco") is to (1) deregister any unsold 5 1/2% Convertible Subordinated Notes due 2005 (the "Notes") as well as the shares of common stock, par value $1.00 per share, of Genesco issuable upon conversation of the Notes both of which were registered pursuant to the Registration Statement; and (2) terminate the Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it 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 Nashville, State of Tennessee, on this 12th day of February, 2001. GENESCO INC. By: /s/ Roger G. Sisson ----------------------------- Roger G. Sisson Secretary and General Counsel Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- * Chief Executive Officer of the Company and February 12, 2001 - ---------------------------------------------- Chairman of the Board of Directors (Principal Ben T. Harris Executive Officer) /s/ Hal N. Pennington President, Chief Operating Officer and Director February 12, 2001 - ---------------------------------------------- Hal N. Pennington
3 * Senior Vice President - Finance February 12, 2001 - ---------------------------------------------- Chief Financial Officer (Principal Financial James S. Gulmi Officer * Chief Accounting Officer February 12, 2001 - ---------------------------------------------- Paul D. Williams * Director February 12, 2001 - ---------------------------------------------- W. Lipscomb Davis, Jr. * Director February 12, 2001 - ---------------------------------------------- Joel C. Gordon * Director February 12, 2001 - ---------------------------------------------- William A. Williamson, Jr. * Director February 12, 2001 - ---------------------------------------------- Kathleen Mason * Director February 12, 2001 - ---------------------------------------------- William S. Wire, II * Director February 12, 2001 - ---------------------------------------------- Gary M. Witkin Director - ---------------------------------------------- Robert V. Dale Director - ---------------------------------------------- Leonard L. Berry * /s/ Roger G. Sisson February 12, 2001 - ---------------------------------------------- Roger G. Sisson Attorney-in-Fact