As filed with the Securities and Exchange Commission on May 16, 2003. Registration No. 333-86051 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 -------------------- Koala Corporation (Exact name of Registrant as specified in its charter) Colorado 84-1238908 - -------------------------------- ------------ (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 7881 S. Wheeling Ct. Englewood, Colorado 80112 ------------------- ------ (Address of Principal Executive Offices) (Zip Code) Koala Corporation 1995 Stock Option Plan ----------------------- (Full title of the plan) Jeffrey L. Vigil Koala Corporation 7881 S. Wheeling Ct. Englewood, Colorado 80112 ------------------------- (Name and address of agent for service) 303-539-8300 ------------ (Telephone number, including area code, of agent for service) Removal from Registration On August 27, 1999, Koala Corporation, a Colorado corporation (the "Registrant") filed with the Commission a Registration Statement on Form S-8 (Registration No. 333-86051) registering the sale of an aggregate of 650,000 shares of the Registrant's common stock, par value $.10 per share, pursuant to the Registrant's 1995 Stock Option Plan (the "Plan"). The Registrant effected a 2 for 1 stock split on October 28, 1999; accordingly, subsequent to the stock split Registration No. 333-86051 related to the issuance of up to 1,300,000 shares of the Registrant's common stock. On May 2, 2003, the Registrant filed a Form 15 to terminate the registration of its common stock under the Exchange Act. In conjunction with such termination of registration, the offering pursuant to Registration No. 333-86051 has been terminated. At the time of termination, 91,000 shares of Common Stock had been issued by the Registrant to participants under the Plan. This Post-Effective Amendment No. 1 to Form S-8 is being filed to deregister the remaining 1,209,000 shares of common stock remaining unsold upon termination of the offering. 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 No. 1 to registration statement 333-86051 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on May 12, 2003. KOALA CORPORATION By: /s/ Jeffrey L. Vigil ---------------------------- Jeffrey L. Vigil Treasurer and Vice President - Finance & Administration 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/ James A. Zazenski President, and Chief May 12, 2003 - ------------------------- Operating Officer James A. Zazenski (Principal Executive Officer) /s/ Jeffrey L. Vigil Treasurer and Vice President - May 12, 2003 - ------------------------- Finance & Administration Jeffrey L. Vigil (Principal Financial Officer and Principal Accounting Officer) /s/ John T. Pfannenstein Chairman and Director May 12, 2003 - ------------------------- John T. Pfannenstein /s/ Nancy Pierce Director May 12, 2003 - ------------------------- Nancy Pierce /s/ Randy Stein Director May 12, 2003 - ------------------------- Randy Stein /s/ Richard Akright Director May 12, 2003 - ------------------------- Richard Akright