As filed with the Securities and Exchange Commission on June 30, 2000
Registration No. 333-04755
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
QUAD SYSTEMS CORPORATION
------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 23-2180139
-------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2405 MARYLAND ROAD, WILLOW GROVE, PENNSYLVANIA 19090
- ---------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
QUAD SYSTEMS CORPORATION
1993 STOCK OPTION PLAN
----------------------
(Full Title of the Plan)
THEODORE J. SHONECK, PRESIDENT
QUAD SYSTEMS CORPORATION
2405 MARYLAND ROAD
WILLOW GROVE, PENNSYLVANIA 19090
--------------------------------
(Name and Address of Agent For Service)
(215) 657-6202
--------------
(Telephone Number, Including Area Code, of Agent For Service)
AMENDING EXHIBIT 4.1 "QUAD SYSTEMS CORPORATION
1993 STOCK OPTION PLAN, AS AMENDED"
EXPLANATORY NOTE
These Amendments to the Registration Statement have been prepared in
accordance with the requirements of Form S-8, as amended, and are made in
order to file as an exhibit the Quad Systems Corporation (the "Company")
1993 Stock Option Plan (the "Plan") as amended by the Board of Directors
of the Company on June 1, 2000 and November 16, 1999. The June 1, 2000
amendment revised Section 10 of the Plan, making acceleration of options
upon a change in control mandatory. The November 16, 1999 amendment
revised Section 9 of the Plan, permitting non-employee directors to elect
to receive their compensation as options. These Amendments to the
Registration Statement relate to a Registration Statement on Form S-8
(File No. 333-04755) previously filed with the Securities and Exchange
Commission (the "Commission") on May 30, 1996, covering an aggregate of
900,000 shares of the Company's Common Stock reserved for issuance under
the Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Willow Grove Township, Commonwealth of Pennsylvania, on
June 30, 2000.
QUAD SYSTEMS CORPORATION
By: /s/ THEODORE J. SHONECK
-----------------------------------------
Theodore J. Shoneck
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Theodore J. Shoneck and Anthony R. Drury, and
each of them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Amendment to the Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their or his substitute or substitutes, may lawfully 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/ THEODORE J. SHONECK President and Chief June 30, 2000
- ------------------------- Executive Officer
Theodore J. Shoneck (Principal Executive Officer)
and Director
/s/ ANTHONY R. DRURY Senior Vice President-Finance June 30, 2000
- ------------------------- and Chief Financial Officer
Anthony R. Drury (Principal Financial and
Accounting Officer)
/s/ ROGER E. GOWER Director June 30, 2000
- ------------------------
Roger E. Gower
/s/ ROBERT P. PINKAS Director June 30, 2000
- -----------------------
Robert P. Pinkas
/s/ DAVID H. YOUNG Director June 30, 2000
- -----------------------
David H. Young
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
4.1 Quad Systems Corporation 1993
Stock Option Plan, as amended
24 Power of Attorney (included
on signature page)