As filed with the Securities and Exchange Commission on September 18, 2002.
Registration No. 333-37084
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
OPEN PLAN SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
Virginia 54-1515256
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
4299 Carolina Avenue, Building C, Richmond, Virginia 23222
(Address of Principal Executive Offices) (Zip Code)
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OPEN PLAN SYSTEMS, INC.
2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
Thomas M. Mishoe, Jr. With a copy to:
President and Chief Operating Officer Robert E. Spicer, Jr., Esquire
Open Plan Systems, Inc. Williams, Mullen, Clark & Dobbins
4299 Carolina Avenue, Building C 1021 East Cary Street, 17th Floor
Richmond, Virginia 23222 Richmond, Virginia 23219
(804) 228-5600
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
DEREGISTRATION OF SECURITIES
On May 15, 2000, Open Plan Systems, Inc. ("Open Plan") filed with the
Securities and Exchange Commission a Registration Statement on Form S-8
(Registration Statement No. 333-37084) ("The Registration Statement")
registering (i) 25,000 shares of Open Plan's Common Stock, no par value, and
(ii) an indeterminate amount of interests to be offered or sold to participants
under the Open Plan Systems, Inc. 2000 Stock Option Plan for Non-Employee
Directors (the "Plan"). There are 11,000 unissued shares remaining under the
Plan.
Pursuant to the undertaking contained in the Registration Statement,
Open Plan is filing this Post-effective Amendment No. 1 to deregister the
securities that were registered under the Registration Statement and remain
unissued under the Plan. The Registration Statement is hereby amended, as
appropriate, to reflect the deregistration of all such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 the City of Richmond, Commonwealth of Virginia, on this 13th
day of September, 2002.
OPEN PLAN SYSTEMS, INC.
Dated: September 13, 2002 By: /s/ Thomas M. Mishoe, Jr.
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Thomas M. Mishoe, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Thomas M. Mishoe, Jr. President, Chief Executive Officer September 13, 2002
- --------------------------------------------- And Director
Thomas M. Mishoe, Jr. (Principal Executive Officer)
/s/ Kathryn L. Tyler Chief Financial Officer and Secretary September 13, 2002
- --------------------------------------------- (Principal Financial and Accounting
Kathryn L. Tyler Officer)
/s/ Anthony F. Markel Chairman of the Board and Director September 13, 2002
- ---------------------------------------------
Anthony F. Markel
/s/ Theodore L. Chandler, Jr. Director September 13, 2002
- ---------------------------------------------
Theodore L. Chandler, Jr.
/s/ J. Wesley Hall Director September 13, 2002
- ---------------------------------------------
J. Wesley Hall
/s/ Robert F. Mizell Director September 13, 2002
- ---------------------------------------------
Robert F. Mizell
/s/ Edwin W. Mugford Director September 13, 2002
- ---------------------------------------------
Edwin W. Mugford
/s/ Troy A. Peery, Jr. Director September 13, 2002
- ---------------------------------------------
Troy A. Peery, Jr.
/s/ W. Sydnor Settle Director September 9, 2002
- ---------------------------------------------
W. Sydnor Settle