As filed with the Securities and Exchange Commission on March 30, 2001
Registration No. 33-63352
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
Registration Statement
Under
The Securities Act Of 1933
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Guest Supply, Inc.(1)
(Exact name of issuer as specified in its charter)
New Jersey 22-2320483
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4301 U.S. Highway One, Monmouth Junction, New Jersey 08852-0902
(Address of principal executive offices, including zip code)
Guest Supply, Inc. 1993 Stock Option Plan
Guest Supply, Inc. 1993 Employee Stock Purchase Plan
Guest Supply, Inc. Warrant Plan for Directors
(Full title of the plan)
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Michael C. Nichols
Vice President
Guest Supply, Inc.
4301 U.S. Highway One
Monmouth Junction, New Jersey 08852-0902
(Name and address of agent for service)
(609) 514-9696
(Telephone number, including area code, of
agent for service)
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Copy to:
B. Joseph Alley, Jr., Esq.
Arnall Golden Gregory LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
(404) 873-8688
(1) On March 15, 2001, Sysco Food Services of New Jersey, Inc., a Delaware
corporation and a wholly owned subsidiary of SYSCO Corporation, merged into
Guest Supply, Inc., a New Jersey corporation ("Guest Supply"), pursuant to
a Merger Agreement and Plan of Reorganization dated as of January 22, 2001
among SYSCO Corporation, a Delaware corporation ("SYSCO"), Guest Supply and
Sysco Food Services of New Jersey, Inc. Guest Supply was the surviving
corporation.
DEREGISTRATION OF COMMON STOCK
On May 27, 1993, Guest Supply filed a Registration Statement on Form S-8
(Registration No. 33-63352) for the sale of an aggregate of 949,500 shares of
common stock, no par value, of Guest Supply under the Guest Supply, Inc. 1993
Stock Option Plan, 1993 Employee Stock Purchase Plan and Warrant Plan for
Directors (collectively the "Plans"). On March 15, 2001, Guest Supply merged
with Sysco Food Services of New Jersey, Inc. and SYSCO assumed the obligations
of Guest Supply under the 1993 Stock Option the Plan. In addition, on February
28, 2001, the 1993 Employee Stock Purchase Plan was terminated by Guest Supply.
The Warrant Plan for Directors will terminate as of the date this Post-Effective
Amendment No. 1 is filed. Pursuant to Guest Supply's undertaking in the
Registration Statement, this Post-Effective Amendment No. 1 is being filed by
Guest Supply to deregister all shares of common stock registered under the Plans
pursuant to the Registration Statement but remaining unsold as of the date this
Post-Effective Amendment No. 1 is filed.
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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, and the State of
Texas, on the 30th day of March, 2001.
GUEST SUPPLY, INC.
By: /s/ Michael C. Nichols
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Michael C. Nichols, Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Clifford W. Stanley President, Chief Executive Officer and 3-30-01
- -------------------------- Director (principal executive officer)
Clifford W. Stanley
/s/ Paul T. Xenis Executive Vice President 3-30-01
- -------------------------- (principal financial and accounting
Paul T. Xenis officer)
/s/ Michael C. Nichols Vice President and Director 3-30-01
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Michael C. Nichols
/s/ Richard J. Schnieders Director 3-30-01
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Richard J. Schnieders
/s/ Kent R. Berke Director 3-30-01
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Kent R. Berke
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