As filed with the Securities and Exchange Commission on July 9, 2002 Registration No. 333-55100 ================================================================================ 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 MAIN STREET AND MAIN INCORPORATED (Exact name of Registrant as specified in its charter) DELAWARE 11-2948370 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 5050 N. 40TH STREET, SUITE 200 PHOENIX, ARIZONA 85018 (Address of Principal Executive Offices)(Zip Code) MAIN STREET AND MAIN INCORPORATED Main Street and Main Incorporated 401(k) Profit Sharing Plan (Full Title of the Plan) BART A. BROWN, JR. CHIEF EXECUTIVE OFFICER MAIN STREET AND MAIN INCORPORATED 5050 N. 40TH STREET, SUITE 200, PHOENIX, ARIZONA 85018 (602) 852-9000 (Name, Address, and Telephone Number, Including Area Code, of Agent for Service) COPIES TO: ROBERT S. KANT, ESQ. BRIAN H. BLANEY, ESQ. GREENBERG TRAURIG, LLP 2375 E. Camelback Road, Suite 700 Phoenix, Arizona 85016 (602) 445-8000 This Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission in accordance with Section 8(a) of the Securities Act of 1933 and Rule 462 thereunder. ================================================================================ Main Street and Main Incorporated, a Delaware corporation (the "Company"), previously filed a Registration Statement on Form S-8 (Registration No. 333-55100) (the "Registration Statement") registering shares of common stock of the Company under the Company's 401(k) Profit Sharing Plan. Pursuant to the Company's undertaking in the Registration Statement, this post-effective amendment is being filed by the Company to deregister all of its remaining common stock registered pursuant to the Registration Statement. 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 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Phoenix, state of Arizona, on this 8th day of July, 2002. MAIN STREET AND MAIN, INCORPORATED By: /s/ Bart A. Brown, Jr. ------------------------------ Bart A. Brown, Jr. Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated: SIGNATURE POSITION DATE --------- -------- ---- /s/ John F. Antioco* Chairman of the Board July 8, 2002 ------------------------------ John F. Antioco /s/ Bart A. Brown, Jr. Chief Executive Officer and July 8, 2002 ------------------------------ Director (Principal Executive Bart A. Brown, Jr. Officer) /s/ William G. Shrader* President, Chief Operating July 8, 2002 ------------------------------ Officer, and Director William G. Shrader /s/ Michael Garnreiter Executive Vice President July 8, 2002 ------------------------------ (Principal Financial and Michael Garnreiter Accounting Officer), Chief Financial Officer, and Treasurer /s/ Jane Evans* Director July 8, 2002 ------------------------------ Jane Evans /s/ John C. Metz* Director July 8, 2002 ------------------------------ John C. Metz /s/ Debra Bloy* Director July 8, 2002 ------------------------------ Debra Bloy *By: /s/ Bart A. Brown, Jr. ------------------------------ Bart A. Brown, Jr. Attorney-in-fact