1 As filed with the Securities and Exchange Commission on August 25, 1998 Registration No. 033-64803 ================================================================================ 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 HUGHES SUPPLY, INC. (Exact Name of Registrant as Specified in Its Charter) Florida 59-0559446 (State or Other Jurisdiction of (I.R.S. Employer Identification Number) Incorporation or Organization) 20 North Orange Avenue Suite 200 Orlando, Florida 32801 (Address of Principal Executive Offices) (Zip Code) J. Stephen Zepf Treasurer and Chief Financial Officer Hughes Supply, Inc. 20 North Orange Avenue Suite 200 Orlando, Florida 32801 (Name and Address of Agent for Service) (407) 841-4755 (Telephone Number, Including Area Code, of Agent for Service) Copies of Communications to: Benjamin P. Butterfield, Esq. Mark A. Loeffler, Esq. General Counsel and Secretary Powell, Goldstein, Frazer & Murphy LLP Hughes Supply, Inc. Sixteenth Floor 20 North Orange Avenue, Suite 200 191 Peachtree Street, N.E. Orlando, Florida 32801 Atlanta, Georgia 30303 2 This Post-Effective Amendment No.1 to the Registration Statement on Form S-3 is being filed to deregister all of the remaining shares of Common Stock that were originally registered on this Form S-3 but were not sold. 3 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-3, and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Orlando, State of Florida, on this 19th day of August, 1998. HUGHES SUPPLY, INC. By: /s/ David H. Hughes ------------------------------------------------- David H. Hughes Chairman of the Board and Chief Executive Officer 4 Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ David H. Hughes Chairman of the Board August 19, 1998 - ------------------------ and Chief Executive David H. Hughes Officer (principal executive officer) /s/ J. Stephen Zepf Treasurer and Chief August 19, 1998 - ------------------------ Financial Officer (principal J. Stephen Zepf financial and accounting officer) /s/ A. Stewart Hall, Jr. Director August 19, 1998 - ------------------------ A. Stewart Hall, Jr. /s/ Vincent S. Hughes Director August 19, 1998 - ------------------------ Vincent S. Hughes /s/ John D. Baker II Director August 19, 1998 - ------------------------ John D. Baker II /s/ Robert N. Blackford Director August 19, 1998 - ------------------------ Robert N. Blackford /s/ John B. Ellis Director August 19, 1998 - ------------------------ John B. Ellis /s/ H. Corbin Day Director August 19, 1998 - ------------------------ H. Corbin Day