As filed with the Securities and Exchange Commission on December 19, 1997 Registration No. 33-10742 ================================================================================ U.S. 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 SYNBIOTICS CORPORATION (Name of registrant as specified in its charter) CALIFORNIA 95-3737816 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 11011 VIA FRONTERA SAN DIEGO, CALIFORNIA 92127 (Address of principal executive offices) (Zip Code) SYNBIOTICS CORPORATION 1983 STOCK OPTION PLAN SYNBIOTICS CORPORATION 1984 STOCK OPTION PLAN SYNBIOTICS CORPORATION 1986 STOCK OPTION PLAN (Full title of the plans) MICHAEL K. GREEN Vice President of Finance and Chief Financial Officer SYNBIOTICS CORPORATION 11011 Via Frontera, San Diego, California 92127 (Name and address of agent for service) (619) 451-3771 (Telephone number, including area code, of agent for service) Copies to: HAYDEN J. TRUBITT, ESQ. BROBECK, PHLEGER & HARRISON 550 West C Street, Suite 1300 San Diego, California 92101 ------------------ This Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission, and sales of the registered securities will begin as soon as reasonably practicable after such effective date. ------------------ =============================================================================== SYNBIOTICS CORPORATION Deregistration -------------- This Registration Statement, as amended to the date of its effectiveness (December 30, 1986), registered 305,642 shares of the Common Stock of Synbiotics Corporation (the "Company"). These shares were offered pursuant to Company's 1983 Stock Option Plan, 1984 Stock Option Plan and 1986 Stock Option Plan (collectively the "Option Plans"). Each of the Option Plans has expired and 121,544 shares have been issued under the Option Plans. All stock options still outstanding under the Option Plans have been rolled into the Company's 1995 Stock Option/Stock Issuance Plan; the Common Stock underlying such stock options has been separately registered (with a separate registration fee paid) under the Form S-8 Registration Statement filed with respect to the 1995 Stock Option/Stock Issuance Plan, Registration No. 33-61103. A new Form S-8 Registration Statement was filed today with respect to an increase in the number of shares covered by the 1995 Stock Option/Stock Issuance Plan. For purposes of calculating a reduced registration fee thereunder, the 184,098 "unused" shares under this Registration Statement were "transferred over" to the new Form S-8 Registration Statement. Accordingly, the Company hereby deregisters 184,098 shares of the Common Stock originally covered by the Registration Statement. II-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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on this 19th day of December, 1997. SYNBIOTICS CORPORATION By /s/ Michael K. Green ------------------------ Michael K. Green Vice President - Finance 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 date indicated. SIGNATURE TITLE DATE - --------- ----- ---- /s/ Kenneth M. Cohen Chief Executive Officer, President and Director December 19, 1997 - -------------------- (Principal Executive Officer) Kenneth M. Cohen /s/ Michael K. Green Chief Financial Officer and Vice President - Finance December 19, 1997 - -------------------- (Principal Financial Officer) Michael K. Green /s/ Keith A. Butler Chief Accounting Officer and Corporate Controller December 19, 1997 - -------------------- (Principal Accounting Officer) Keith A. Butler /s/ Patrick Owen Burns Director December 19, 1997 - -------------------- Patrick Owen Burns /s/ James C. DeCesare Director December 19, 1997 - -------------------- James C. DeCesare /s/ Brenda D. Gavin Director December 19, 1997 - -------------------- Brenda D. Gavin /s/ M. Blake Ingle Director December 19, 1997 - -------------------- M. Blake Ingle /s/ Donald E. Phillips Director December 19, 1997 - -------------------- Donald E. Phillips II-2