As filed with the Securities and Exchange Commission on February 28, 2001
Registration No. 333-28069
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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POST EFFECTIVE AMENDMENT NO.2
TO
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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CERIDIAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 52-0278528
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3311 East Old Shakopee Road 55425
Minneapolis, Minnesota (Zip Code)
(Address of principal executive offices)
CERIDIAN CORPORATION 1993 LONG-TERM INCENTIVE PLAN
(AMENDED AND RESTATED AS OF MAY 14, 1997)
(Full title of the plan)
William E. McDonald, Esq.
Vice President, Associate General Counsel and Deputy Secretary
Ceridian Corporation
3311 East Old Shakopee Road
Minneapolis, Minnesota 55425
(Name and address of agent for service)
(952) 853-8100
(Telephone number, including area code, of agent for service)
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EXPLANATORY NOTE IN CONNECTION WITH THE FILING OF A RELATED
REGISTRATION STATEMENT ON FORM S-8 FILED
PURSUANT TO INSTRUCTION E OF FORM S-8
On May 30, 1997, a total of 3,000,000 shares of Common Stock of
Ceridian Corporation (the "Company") to be issued in connection with the
Company's 1993 Long-Term Incentive Plan (Amended and Restated on May 14, 1997)
(the "1993 Plan"), were registered with the Securities and Exchange Commission
(the "Commission") by a Registration Statement on Form S-8 (File No. 333-28069).
On May 20, 1999, the stockholders of the Company approved the 1999 Stock
Incentive Plan (the "1999 Plan"), which replaced the 1993 Plan. Both the 1999
Plan and the 1993 Plan are long term incentive plans. On December 31, 1999, the
1993 Plan expired and 2,695,048 registered shares remained available for
issuance under the 1993 Plan. On October 22, 1999, pursuant to Instruction E to
Form S-8 and the telephonic interpretation of the Commission pertaining to "Form
S-8" set forth in the Division of Corporation Finance's Manual of
Publicly-Available Telephone Interpretations (July 1997), two million four
hundred fifty seven thousand four hundred sixty two (2,457,462) registered
shares of Common Stock that had not been issued under the 1993 Plan were carried
forward to, and deemed covered by the Registration Statement on Form S-8 filed
by the Company with the Commission on October 22, 1999 in connection with the
1999 Plan.
Pursuant to Instruction E to Form S-8 and the telephonic interpretation
of the Commission pertaining to "Form S-8" set forth in the Division of
Corporation Finance's Manual of Publicly-Available Telephone Interpretations
(July 1997), the remaining two hundred thirty seven thousand five hundred eighty
six (237,586) additional registered shares of Common Stock that had not been
issued under the 1993 Plan prior to its expiration are hereby carried forward
to, and deemed covered by a new Registration Statement on Form S-8 to be
contemporaneously filed by the Company with the Commission in connection with
the 1999 Plan.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company's Registration Statement on Form S-8 (File No. 333-28069),
including any amendments thereto, is incorporated herein by reference.
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 Minneapolis, State of Minnesota, on the 28th day of
February, 2001.
CERIDIAN CORPORATION
By: /s/ Ronald L. Turner
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Ronald L. Turner
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 28th day of February, 2001.
Signature Title
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/s/ Ronald L. Turner Chairman, President and Chief Executive
----------------------- Officer (principal executive officer)
Ronald L. Turner
/s/ John R. Eickhoff Executive Vice President and Chief
----------------------- Financial Officer (principal financial officer)
John R. Eickhoff
/s/ Loren D. Gross Vice President and Corporate Controller,
----------------------- (principal accounting officer)
Loren D. Gross
SIGNATURES CONTINUED
/s/Bruce R. Bond Director
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Bruce R. Bond
/s/William J. Cadogan Director
-----------------------
William J. Cadogan
/s/Nicholas D. Chabraja Director
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Nicholas D. Chabraja
/s/Robert H. Ewald Director
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Robert H. Ewald
/s/Ronald T. Lemay Director
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Ronald T. LeMay
/s/George R. Lewis Director
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George R. Lewis
/s/Carole J. Uhrich Director
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Carole J. Uhrich
/s/Paul S. Walsh Director
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Paul S. Walsh