As filed with the Securities and Exchange Commission on May 29, 2001
Registration Nos. 333-49352
333-43849
333-33939
- --------------------------------------------------------------------------------
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
_____________
PAMECO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 51-0287654
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
_____________
651 Corporate Circle
Golden, Colorado 80401
(303) 568-1200
(Address, including ZIP code, and telephone number, including area code,
of the Registrant's principal executive offices)
_____________
Pameco 1999 Stock Award Plan
Pameco 1997 Employee Stock Purchase Plan
Pameco Employee Stock Option Plan I
Pameco Employee Stock Option Plan II
Stock Option Agreement between Pameco and Gerald V. Gurbacki
Non-Employee Directors Stock Option Plan
(Full title of the Plans)
EXPLANATORY NOTE
On May 29, 2001, Pameco Corporation, a Delaware corporation
("Pameco"), consummated a going-private transaction (the "Merger") in which a
newly formed entity merged with and into Pameco. As a result of the Merger, the
common stock, par value $0.01 per share, of Pameco ceased to trade over the
counter on the Bulletin Board and became eligible for termination of
registration pursuant to Section 12(g)(4) and Rule 12h-3 of the Securities
Exchange Act of 1934, as amended. Accordingly on May 29, 2001, Pameco filed a
Certification and Notice of Termination of Registration on Form 15 with the
Securities and Exchange Commission.
The purpose of this Post-Effective Amendment No. 1 to the Registration
Statements on Form S-8 (Registration File Nos. 333-49352, 333-43849 and 333-
33939) is to terminate the effectiveness of such Registration Statements and to
deregister all of the securities originally registered thereby which remain
outstanding as of such termination.
Part II
Item 8. Exhibits
The following exhibit is filed as part of the Registration Statement hereby
amended*:
Exhibit No. Description of Exhibit
----------- ----------------------
24.1 Power of Attorney
________________
* All other exhibits were previously filed as exhibits to, and are listed in,
the Registration Statements on Form S-8 to which this is Post-Effective
Amendment No. 1.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant hereby 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
Post-Effective Amendment No. 1 to the Registration Statements to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of
Golden, State of Colorado on May 29, 2001.
PAMECO CORPORATION
By: /s/ Dixon R. Walker
-------------------------
Dixon R. Walker
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Post-
Effective Amendment No. 1 to the Registration Statements has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
- --------------------------------------------- ------------------------------------- --------------------
* Dixon R. Walker President, Chief Executive Officer May 29, 2001
- --------------------------------------------- and Director
Dixon R. Walker (Principal Executive Officer)
* Stephen C. Hileman Chief Financial Officer May 29, 2001
- --------------------------------------------- (Principal Financial Officer and
Stephen C. Hileman Principal Accounting Officer
* W. Michael Clevy Director May 29, 2001
- ---------------------------------------------
W. Michael Clevy
* Edmund J. Feeley Director May 29, 2001
- ---------------------------------------------
Edmund J. Feeley
* Michael Ira Klein Director May 29, 2001
- ---------------------------------------------
Michael Ira Klein
* Angus C. Littlejohn, Jr. Director May 29, 2001
- ---------------------------------------------
Angus C. Littlejohn, Jr.
* Harry F. Weyher III Director May 29, 2001
- ---------------------------------------------
Harry F. Weyher III
* Willem F.P. de Vogel Director May 29, 2001
- ---------------------------------------------
Willem F.P. de Vogel
*By: /s/ G. William Speer
---------------------------------------
G. William Speer
Attorney-in-Fact
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
24.1 Power of Attorney
________________
* All other exhibits were previously filed as exhibits to, and are listed in,
the Registration Statements on Form S-8 to which this is Post-Effective
Amendment No. 1.