As filed with the Securities and Exchange Commission on March 18, 1999 Registration No. 33-97400 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 DISCREET LOGIC INC. (Exact name of registrant as specified in its charter) Quebec 98-0150790 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10 Duke Street, Montreal, Quebec, Canada, H3C 2L7, (514) 393-1616 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ____________________ CT Corporation 2 Oliver Street Boston, Massachusetts 02109 (Name and address of agent for service of process) (617) 482-1868 (Telephone number, including area code, of agent for service) ____________________ Copies to: Francois Plamondon Mark J. Macenka, Esq. DISCREET LOGIC INC. TESTA, HURWITZ & THIBEAULT, LLP 10 Duke Street High Street Tower Montreal, Quebec 125 High Street Canada, H3C 2L7 Boston, Massachusetts 02110 (514) 393-1616 (617) 248-7000 Pursuant to Registration Statement No. 33-97400 on Form S-8 (the "Registration Statement"), Discreet Logic Inc., a Quebec corporation (the "Company"), registered 2,670,118 of its Common Shares, no par value per share ("Common Share"), issuable under its Amended and Restated 1994 Restricted Stock and Stock Option Plan, its 1995 Non-Employee Director Stock Option Plan and its 1995 Employee Stock Purchase Plan (collectively, the "Plans"). The Company hereby removes from registration all of the Common Shares which remain unissued in connection with the Plans. 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. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Montreal, Quebec, Canada on March 16, 1999. DISCREET LOGIC INC. By: /s/ FRANCOIS PLAMONDON ---------------------- Francois Plamondon Chief Financial Officer By: /s/ THOMAS CANTWELL ------------------- Thomas Cantwell Authorized United States Representative Pursuant to the requirements of the Securities Exchange Act of 1933, as amended, this Post-Effective No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title - ----------------------------------- ------------------------------------- /s/ RICHARD J. SZALWINSKI Chief Executive Officer and Director March 16, 1999 - ----------------------------------- (principal executive officer) Richard J. Szalwinski /s/ GARY G. TREGASKIS Director March 16, 1999 - ----------------------------------- Gary G. Tregaskis /s/ THOMAS CANTWELL Director March 16, 1999 - ----------------------------------- Thomas Cantwell Director March , 1999 - ----------------------------------- Brian P. Drummond /s/ PIERRE DESJARDINS Director March 16, 1999 - ----------------------------------- Pierre Desjardins Director March , 1999 - ----------------------------------- Perry M. Simon /s/ FRANCOIS PLAMONDON Executive Vice President and Chief March 16, 1999 - ----------------------------------- Financial Officer Francois Plamondon