Page 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 1996 REGISTRATION NO. 33-16673 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 THE TODD-AO CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 13-1679856 (State of incorporation) (I.R.S. Employer Identification Number) 172 GOLDEN GATE AVENUE SAN FRANCISCO, CALIFORNIA 94102 (Address, including zip code of Registrant's principal executive offices) 1986 STOCK OPTION PLAN (Full titles of Plans) SILAS R. CROSS VICE PRESIDENT/TREASURER THE TODD-AO CORPORATION 900 N. SEWARD STREET LOS ANGELES, CALIFORNIA 90038 PHONE (213) 962-4020 (Name, address and telephone number, including area code, of agent for service) Copy to: DAN MALSTROM ATTORNEY AT LAW 8 VIOX WAY SAN RAFAEL, CALIFORNIA 94901-2660 PHONE (415) 485-9251 CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Each Maximum Maximum Amount of Class of Securities Amount to be Offering Price Aggregate Registration to be Registered Registered Per Share Offering Price Fee See below* N/A* N/A* N/A* N/A* Page 2 * No additional securities are to be registered, and registration fees were paid upon filing of the original Registration Statement No. 33-16673. Therefore, no further registration fee is required. THE TODD-AO CORPORATION POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8 EXPLANATORY NOTE As described in the original Registration Statement No. 33-16673, the 1986 Stock Option Plan (the "1986 Plan") related to 300,000 Class A Shares reserved for issuance thereunder and was originally scheduled to terminate on August 31, 1996. As set forth in Todd-AO's Proxy Statements and other periodic reports which are incorporated by reference in the Registration Statement: (i) the number of shares reserved for issuance under the 1986 Plan has increased to 660,000 pursuant to the antidilution provisions of the 1986 Plan and stock dividends effected during 1992 (100%) and 1995 (10%); and (ii) the termination date of the 1986 Plan has been extended: (a) until August 31, 2004, solely with respect to options granted after August 31, 1994; and (b) until August 31, 1997 with respect to all non-qualified options outstanding under the 1986 Plan as of March 19, 1996 and until August 31, 1998 with respect to one half of such outstanding non-qualified options held by each optionee. This Post-Effective Amendment No. 1 is filed to include such information in the Registration Statement and to update the Registration Statement with respect to various other amendments to the 1986 Plan. Except as otherwise indicated below, the provisions of the original Registration Statement are incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS Exhibit Number Description 4.1* 1986 Stock Option Plan, as originally adopted. 4.1 (a)** Amendment and Restatement of Article III, Section 3(I) (antidilutive adjustments for certain reorganizations and recapitalizations; definitions pertaining to changes in control) 4.1 (b)** Addition to Article I, Paragraph 7 (extension of term for options granted after August 31, 1994). Page 3 4.1 (c)** Restatement of Article II, Paragraph 3(C)(Definition of fair market value). 4.1 (d)** Restatement of last sentence of Article I, Paragraph 7 (Extension of term for non-qualified options). 4.2 (a) * Original Forms of Incentive and Nonstatutory Stock Option Agreements under the 1986 Stock Option Plan. 4.2 (b)** Revised Form of Incentive Stock Option Agreement under the 1986 Plan. 23.1** Consent of Deloitte & Touche LLP 24.1 Power of Attorney (see page 5). - -------------------------- * Incorporated by reference from the original Registration Statement filed on August 21, 1987 (Registration No. 33-16673). ** Filed herewith. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, The Todd-AO Corporation, a corporation organized and existing under the laws of the State of Delaware, 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 Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on September 26, 1996. THE TODD-AO CORPORATION By: /s/ Salah M. Hassanein Salah M. Hassanein President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Salah M. Hassanein, Silas R. Cross and Coburn T. Haskell, jointly and severally, acting alone or together, as his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to the Registration Statement on Page 4 Form S-8 (Registration No. 33-16673), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/Silas R. Cross Vice President/Treasurer September 3, 1996 (Silas R. Cross) /s/Coburn T. Vice President/Controller September 3, 1996 Haskell (Coburn T. Haskell) /s/ A. C. Director September 4, 1996 Childhouse (A. C. Childhouse) /s/J. R. DeLang Director September 5, 1996 (J. R. DeLang) Director October , 1996 (David Haas) /s/Richard C. Hassanein Director September 3, 1996 (Richard C. Hassanein) /s/ Salah M. Hassanein Director September 26, 1996 (Salah M. Hassanein) Page 5 /s/Herbert L. Hutner Director September 5, 1996 (Herbert L. Hutner) /s/ Christopher Director September 3, 1996 D. Jenkins (Christopher D. Jenkins) Page 6 /s/ Robert I. Director September 3, 1996 Knudson (Robert I. Knudson) Director September , 1996 (Marshall Naify) /s/Michael S. Naify Director September 25, 1996 (Michael S. Naify) /s/Robert A. Naify Director September 26, 1996 (Robert A. (Naify) (Arthur F. Director October , 1996 Pierce) /s/ Zelbie Trogden Director September 9, 1996 (Zelbie Trogden)