As filed with the Securities and Exchange Commission on August 10, 2004

Registration No. 333-62063

SECURITIES AND EXCHANGE COMMISSION

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

THE FINISH LINE, INC.

 
(Exact name of registrant as specified in its charter)

THE FINISH LINE, INC. 1992 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED

(Full title of the plans)

Mr. Alan H. Cohen
President and Chief Executive Officer
The Finish Line, Inc.
3308 N. Mitthoeffer Road
Indianapolis, Indiana 46235
(Name and address of agent for service)

(317) 899-1022
(Telephone number, including area code, of agent for service)

EXPLANATORY NOTE

     On June 29, 2004, The Finish Line, Inc., a Delaware corporation (the “Delaware Company”) merged (the “Merger”) with and into The Finish Line Indiana Corp., an Indiana Corporation (the “Company”) and a wholly-owned subsidiary of the Delaware Company, with the Company surviving the Merger. The Reincorporation Merger was effected pursuant to that certain Plan and Agreement of Merger dated July 27, 2004 (the “Merger Agreement”), which was approved by the stockholders of the Delaware Company at its 2004 Annual Meeting of Stockholders held on July 22, 2004. Pursuant to the Merger Agreement, at the effective time of the Reincorporation Merger, the Company restated its Articles of Incorporation and changed its name to “The Finish Line, Inc.”, the issued and outstanding shares of Class A and Class B Common Stock, of the Delaware Company automatically converted into Class A and Class B Common Shares of the Company on a one-for-one basis, and the Company succeeded to all the assets, liabilities and business of the Delaware Company.

     This Post-Effective Amendment to that certain Registration Statements on Form S-8 filed with the Securities and Exchange Commission on August 21, 1998 (the “Registration Statement”) by the Delaware Company is being filed by the Company, which is the successor to the Delaware Company following the Reincorporation Merger. Because there are no additional shares being registered, and the registration fee was paid upon the filing of the Registration Statement, no further registration fee is required.

     Pursuant to Rule 414(d) promulgated under the Securities Act of 1933, as amended (the “Act”), the Company hereby adopts the Registration Statements as its own registration statements for all purposes of the Act and the Securities Exchange Act of 1934, as amended (“Exchange Act”). Moreover, the Company hereby amends and restates the items of the Registration Statement as set forth herein for the purpose of reflecting material changes resulting from the Merger.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

2

SIGNATURES AND POWERS OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana, on August 10, 2004.

S-1

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities and on the dates indicated.

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