As filed with the Securities and Exchange Commission
on December 31, 1998
Registration No. 333-20033
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
________________________________________________
MASTECH CORPORATION
Pennsylvania 25-1802235
(State or jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1004 McKee Road
Oakdale, Pennsylvania 15071
(Address of principal executive offices and zip code)
___________________________________________
MASTECH CORPORATION
AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
___________________________________________
Jeffrey A. McCandless, Vice President - Finance
Mastech Corporation
1004 McKee Road
Oakdale, PA 15071
(Name and address of agent for service)
412-787-2100
(Telephone number of agent for service)
Copies of communications to:
James J. Barnes, Esquire
Buchanan Ingersoll Professional Corporation
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
412-562-1415
___________________________________________
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities To Be Amount to Be Offering Price Per Aggregate Offering Amount of
Registered(1) Registered(1) Share (2) Price(2) Registration Fee(2)
- --------------------------------------------------------------------------------------------------------------------------------
Common stock (par value $.01
per share) 3,500,000 $25.5625 $89,468,750 $24,872.31
- --------------------------------------------------------------------------------------------------------------------------------
Total 3,500,000 $25.5625 $89,468,750 $24,872.31
================================================================================================================================
(1) The provisions of Rule 416 shall apply to the number of shares registered
on this Post-Effective Amendment and shall automatically increase or
decrease as a result of future stock splits, stock dividends or similar
transactions.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h). Such price, which is the average of the high and low
prices for the Common Stock on the NASDAQ National Market, as reported in
The Wall Street Journal, Midwest Edition, on December 22, 1998, has been
determined in accordance with Rule 457(c).
EXPLANATORY NOTE
----------------
This Post-Effective Amendment No. 1 amends the Registration Statement on
Form S-8 No. 333-20033 (the "Original Registration Statement") in accordance
with Rule 416 promulgated under the Securities Act of 1933, as amended (the
"Act") to reflect an increase in the number of shares of common stock, $0.01 par
value per share (the "Common Stock"), of the Registrant covered by the Original
Registration Statement as a result of a two-for-one stock split in the form of a
100% stock dividend (the "1998 Stock Split") effective as of the close of
business on March 27, 1998 for all holders of record of shares of Common Stock
on such date. This Post-Effective Amendment also registers an additional
3,500,000 shares of Common Stock of the same class as previously registered
under the Original Registration Statement for issuance under the Registrant's
Amended and Restated 1996 Stock Incentive Plan.
Pursuant to General Instruction E. of Form S-8, the contents of the
Original Registration Statement are hereby incorporated by reference. The
provisions of Rule 416 shall apply to this Registration Statement, and the
number of shares registered hereby automatically shall increase or decrease as a
result of future stock splits, stock dividends or similar transactions.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Mastech Corporation (the "Company" or the "Registrant") hereby incorporates
by reference in this Registration Statement the following documents filed with
the Securities and Exchange Commission (the "Commission"):
a. The Company's Original Registration Statement on Form S-8
(No. 333-20033) filed on January 17, 1997.
b. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the filing of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
Any statement contained herein or in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in any
subsequently filed document which is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 8. EXHIBITS
Exhibits Description
4.1 Amended and Restated 1996 Stock Incentive Plan (Incorporated herein
by reference is Exhibit 10.1 to the Registrant's Quarterly Report on
Form 10-Q dated November 16, 1998) (File Number 0-21755)
5.1 Opinion of Buchanan Ingersoll Professional Corporation with respect
to legality of securities (filed herewith)
23.1 Consent of Arthur Andersen LLP (filed herewith)
23.2 Consent of Buchanan Ingersoll Professional Corporation (included in
Exhibit 5.1)
24.1 Powers of Attorney (included on signature page of previously filed
Registration Statement No. 333-20033)
-2-
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 on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Pittsburgh, Pennsylvania, on the 29th day of December, 1998.
MASTECH CORPORATION
By: /s/ Sunil Wadhwani
----------------------------------
Sunil Wadhwani
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to this Registration Statement has been signed by the
following persons in the capacities indicated on December 29th, 1998.
Signature Capacity
--------- --------
/s/ Sunil Wadhwani
- ---------------------- Director, Co-Chairman
Sunil Wadhwani and Chief Executive Officer
/s/ Ashok Trivedi
- ---------------------- Director, Co-Chairman and President
Ashok Trivedi
/s/ *
- ---------------------- Director
J. Gordon Garrett
/s/ *
- ---------------------- Director
Michel Berty
/s/ Jeffrey McCandless
- ---------------------- Vice President-Finance
Jeffrey McCandless (Principal Accounting Officer and
Principal Financial Officer)
*Attorney-In-Fact (pursuant to powers of attorney dated January 17, 1996
included on the signature page of the Company's Registration Statement on
Form S-8 No. 333-20033).
-3-
EXHIBIT INDEX
-------------
Exhibits Description
4.1 Amended and Restated 1996 Stock Incentive Plan (Incorporated herein by
reference is Exhibit 10.1 to the Registrant's Quarterly Report on Form
10-Q dated November 16, 1998) (File Number 0-21755)
5.1 Opinion of Buchanan Ingersoll Professional Corporation with respect
to legality of securities (filed herewith)
23.1 Consent of Arthur Andersen LLP (filed herewith)
23.2 Consent of Buchanan Ingersoll Professional Corporation (included in
Exhibit 5.1)
24.1 Powers of Attorney (included on signature page of previously filed
Registration Statement No. 333-20033)