As Filed with the Securities and Exchange Commission on October 2, 2006
Registration No. 333-46924
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 2
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE AMERICAN EDUCATION CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 73-1621446
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7506 N. Broadway Extension, Suite 505
Oklahoma City, Oklahoma 73116
(Address of principal executive offices)
The American Education Corporation Stock Option Plan for Employees
The American Education Corporation Directors' Stock Option Plan
(Full title of the plan)
Jeffrey E. Butler
President and CEO
The American Education Corporation
7506 N. Broadway Extension, Suite 505
Oklahoma City, Oklahoma 73116
(405) 840-6031
(Name, address and telephone number, including area code,
of agent for service)
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EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 to the Registration Statement on
Form S-8 filed with the Securities and Exchange Commission on September 29,
2000 (Registration No. 333-46924) (the "Registration Statement") deregisters
shares of the common stock of The American Education Corporation (the
"Company"), par value $0.50 per share, that had been registered for issuance
under the Company's Stock Option Plan for Employees that have not been
issued.
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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 the requirements for filing on Form S-8 and has duly caused this Post-
Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Oklahoma City, State of Oklahoma, on the 2nd day of October 2006.
(Registrant) THE AMERICAN EDUCATION CORPORATION
By: /s/ Jeffrey E. Butler
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Jeffrey E. Butler
President and CEO
By: /s/ Neil R. Johnson
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Neil R. Johnson
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to the Registration Statement has been signed by
the following persons in the capacities and on the 2nd day of October 2006.
Signature
Title
- --------- --------
/s/ Jeffrey E. Butler
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Jeffrey E. Butler Director
/s/ Newton W. Fink
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Newton W. Fink Director
/s/ Monty C. McCurry
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Monty C. McCurry Director
/s/ Stephen E. Prust
- -----------------------------
Stephen E. Prust Director