As filed with the Securities and Exchange Commission on June 27, 2002
Registration No. 333-20879
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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Post-Effective Amendment Number One
to
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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RALCORP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-1766315
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
800 Market Street, Suite 2900, St. Louis, Missouri 63101
(Address of principal executive offices) (Zip Code)
RALCORP HOLDINGS, INC.
INCENTIVE STOCK PLAN AND
DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
(Full title of the plan)
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R. W. Lockwood, Esq., Secretary
RALCORP HOLDINGS, INC.
800 Market Street
Suite 2900
St. Louis, Missouri 63101
(Name and address of agent for service)
Telephone number of agent for service: 314-877-7000
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DE-REGISTRATION OF SHARES
Ralcorp Holdings, Inc., previously registered on a Form S-8 Registration
Statement (No. 333-20879), the offering of up to 2,900,000 shares of Common
Stock $.01 par value ("Common Stock") pursuant to the terms of the Ralcorp
Holdings, Inc. Incentive Stock Plan (the "Plan").
Shareholders of Ralcorp have approved the adoption of the Ralcorp Holdings,
Inc. 2002 Incentive Stock Plan (the "2002 Plan"), which was intended to replace
the prior Plan. With the adoption of the 2002 Plan, no new awards have been or
will be granted under the prior Plan and the prior Plan remains in effect only
with respect to outstanding awards. Approximately 635,136 shares of Common Stock
registered on Registration No. 333-20879 for offering under the prior Plan
remain unsold or unreserved for outstanding awards. Ralcorp has filed a new
Registration Statement for the 2002 Plan. The shares so remaining under this
Registration Statement No. 333-20879 have been carried forward and registered
under the new Registration Statement. Consequently, Ralcorp is hereby
de-registering 635,136 shares of Common Stock registered pursuant to
Registration No. 333-20879. All other shares of Common Stock registered pursuant
to that Registration No. 333-20879 that have either been sold or reserved for
outstanding awards remain registered.
SIGNATURES
The Registrant. 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 be signed on its behalf by the undersigned and
hereto duly authorized, in the City of St. Louis, State of Missouri, on June 27,
2002.
RALCORP HOLDINGS, INC.
/s/ Joe R. Micheletto
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By: Joe R. Micheletto
Chief Executive Officer and President