As filed with the Securities and Exchange Commission on June 24, 2005
Registration No. 333-72933
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
EARL SCHEIB, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 95-1759002 |
(State or other jurisdiction of |
| (I.R.S. Employer |
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15206 Ventura Boulevard, Suite 200 |
| 91403 |
(Address of principal executive offices) |
| (Zip Code) |
Earl Scheib, Inc. 1994 Performance Employee Stock Option Plan
(Full title of the plan )
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| Copy to: |
Christian K. Bement |
| David Sunkin, Esq. |
(Name, address and telephone number of agent for service) |
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DEREGISTRATION OF SHARES
Earl Scheib, Inc. (the “Company”) registered under the Registration Statement on Form S-8, filed with the Securities and Exchange Commission on February 25, 1999 (the “Registration Statement”), 400,000 shares of common stock of the Company (“Common Stock”), which were reserved for issuance pursuant to the Earl Scheib, Inc. 1994 Performance Employee Stock Option Plan ( the “Plan”).
As a result of the Company’s delisting of its Common Stock from the American Stock Exchange (“AMEX”), the termination of the registration of the Common Stock pursuant to Rule 12g-4(a)(1)(i) of the Exchange Act of 1934 (the “Act”), and the suspension of the Company’s duty to file reports pursuant to Rule 12h-3(b)(1)(i) of the Act, the offering pursuant to the Registration Statement has been terminated. In accordance with the undertaking in Item 9 made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold under the Plan at the termination of the offering, the Company requests removal from registration of the shares registered under the Registration Statement.
Accordingly, the Company files this Post-Effective Amendment No. 1 to the Registration Statement to deregister the number of shares of Common Stock under the Plan covered by the Registration Statement that remain unsold as of the date hereof.
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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 this Post-Effective Amendment No. 1 to Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sherman Oaks, State of California, on the 13th day of June, 2005.
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| Earl Scheib, Inc. |
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| By: | /s/ Christian K. Bement |
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| Christian K. Bement |
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| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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| Date |
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By: /s/ CHRISTIAN K. BEMENT |
| President and Chief Executive Officer |
| June 13, 2005 |
Christian K. Bement |
| (Principal Executive Officer) |
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By: /s/ JAMES BURRA |
| Director |
| June 13, 2005 |
James Burra |
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By: /s/ ROBERT M. SMILAND |
| Chairman of the Board |
| June 13, 2005 |
Robert M. Smiland |
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By: /s/ SALVATORE ZIZZA |
| Director |
| June 13, 2005 |
Salvatore Zizza |
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By: /s/ JOHN K. MINNIHAN |
| Vice President and Chief Financial Officer |
| June 13, 2005 |
John K. Minnihan |
| (Principal Accounting Officer) |
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