AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON March 31, 2003 REGISTRATION NO. 333-95659 =========================================================================== 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 ----------------------------------- SOVEREIGN SPECIALTY CHEMICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-4176637 (State or other (I.R.S. Employer jurisdiction of incorporation Identification Number) or organization) 225 West Washington Street Suite 2200 Chicago, Illinois 60606 SOVEREIGN SPECIALTY CHEMICALS, INC. EMPLOYEE STOCK PURCHASE PLAN (Full title of the plans) TERRY D. SMITH VICE PRESIDENT AND CHIEF FINANCIAL OFFICER SOVEREIGN SPECIALTY CHEMICALS, INC. 225 WEST WASHINGTON STREET CHICAGO, ILLINOIS 60606 (312) 419-7100 (Name, address, and telephone number of agent for service) DEREGISTRATION OF SECURITIES On January 28, 2000, Sovereign Specialty Chemicals, Inc. (the "Company") filed with the Securities and Exchange Commission, a Registration Statement on Form S-8 (Registration Statement No. 333-95659) (the "Registration Statement") to register 20,000 shares of the Company's common stock, par value $.01 per share, which was issuable under our Employee Stock Purchase Plan (the "ESPP"). The ESPP was terminated on April 30, 2000 after 7,045 shares were sold to employees under the ESPP. Pursuant to the undertaking contained in the Registration Statement, the Company is filing this Post-effective Amendment to remove from registration the securities that were included in the Registration Statement but which were not sold under the ESPP. The Registration Statement is hereby amended, as appropriate, to reflect the removal from registration of all such securities. SIGNATURES Pursuant to the requirements of the Securities Act, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago, State of Illinois. Dated: March 31, 2003 Sovereign Specialty Chemicals, Inc. By: /s/ Terry D. Smith ---------------------------------- Name: Terry D. Smith Title: Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE CAPACITY March 31, 2003 /s/ Norman E. Wells, Jr. Chairman, Chief Executive -------------------------- Officer and Director (Principal Norman E. Wells, Jr. Executive Officer) March 31, 2003 /s/ Terry D. Smith Vice President, Chief Financial -------------------------- Officer, Chief Accounting Terry D. Smith Officer and Treasurer, (Principal Financial Officer) March 31, 2003 /s/ Patrick W. Stanton Principal Accounting Officer, -------------------------- Assistant Secretary and Patrick W. Stanton Assistant Treasurer March 31, 2003 * Director -------------------------- Robert B. Covalt March 31, 2003 * Director -------------------------- John L. Garcia March 31, 2003 * Director -------------------------- John D. Macomber March 31, 2003 * Director -------------------------- Robert H. Malott March 31, 2003 * Director -------------------------- Daniel B. Mulholland March 31, 2003 * Director -------------------------- Thomas P. Salice * The undersigned, by signing her name hereto, does sign and execute this Registration Statement pursuant to the Power of Attorney executed by the above named directors of the Registrant and filed with the Securities and Exchange Commission on behalf of such directors. /s/ Christine J. Smith ----------------------------------- Christine J. Smith Attorney-in-fact