As filed with the Securities and Exchange Commission on March 7, 2001. Registration No. 333-54098 ============================================================================== 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 ---------------------- ARCH CHEMICALS, INC. (Exact name of registrant as specified in its charter) VIRGINIA 06-1526315 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 501 MERRITT 7 NORWALK, CONNECTICUT 06851 (Address of Principal Executive Offices) ---------------------- ARCH CHEMICALS, INC. CONTRIBUTING EMPLOYEE OWNERSHIP PLAN (Full Title of the Plan) ---------------------- SARAH A. O'CONNOR SECRETARY ARCH CHEMICALS, INC. 501 MERRITT 7 NORWALK, CONNECTICUT 06851 203-229-2683 (Name, address and telephone number, including area code, of agent for service) =============================================================================== ITEM 9. UNDERTAKINGS. Item 9 of the registration statement is amended to add the following paragraph: (d) Pursuant to Item 8(b) of Form S-8, in lieu of an Internal Revenue Service ("IRS") determination letter that the Arch Chemicals, Inc. Contributing Employee Ownership Plan (the "Plan") is qualified under Section 401 of the Internal Revenue Code of 1986, the undersigned registrant hereby undertakes that it will submit or has submitted the Plan and any amendments thereto to the IRS in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan. 1 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 post-effective amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Norwalk, State of Connecticut, on the 7th day of March, 2001. Signature Title Date - --------- ----- ---- /s/ Michael E. Campbell Chairman of the Board, President March 7, 2001 - ----------------------- and Chief Executive Officer Michael E. Campbell (Principal Executive Officer) /s/ Richard E. Cavanagh Director March 7, 2001 - ----------------------- Richard E. Cavanagh /s/ John w. Johnstone, Jr. Director March 7, 2001 - -------------------------- John w. Johnstone, Jr. Director March 7, 2001 - --------------- Jack D. Kuehler /s/ H. William Lichtenberger Director March 7, 2001 - ---------------------------- H. William Lichtenberger /s/ Michael O. Magdol Director March 7, 2001 - --------------------- Michael O. Magdol Director March 7, 2001 - ---------------- John P. Schaefer /s/ Louis S. Massimo Vice President and Chief March 7, 2001 - -------------------- Financial Officer (Principal Louis S. Massimo Financial Officer) /s/ Steven C. Giuliano Controller March 7, 2001 - ---------------------- (Principal Accounting Officer) Steven C. Giuliano Pursuant to the requirements of the Securities Act of 1933, Arch Chemicals, Inc. Contributing Employee Ownership Plan has duly caused this post-effective amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Norwalk, State of Connecticut, on the 7th day of March, 2001. ARCH CHEMICALS, INC. CONTRIBUTING EMPLOYEE OWNERSHIP PLAN By: ARCH CEOP ADMINISTRATIVE COMMITTEE By /s/ H. Anderson ----------------------- H. Anderson By /s/ W. P. Bush ----------------------- W. P. Bush By /s/ L. S. Mercede ----------------------- L. S. Mercede By /s/ R. A. Barnes ----------------------- R. A. Barnes