As filed with the Securities and Exchange Commission on July 3, 2000
Registration No. 333-87851
===========================================================
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
LEXMARK INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 06-1308215
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Lexmark Centre Drive
Lexington, Kentucky 40550
(Address of Principal Executive Offices
including Zip Code)
LEXMARK INTERNATIONAL GROUP, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Vincent J. Cole, Esq.
Vice President, General Counsel and Secretary
One Lexmark Centre Drive
Lexington, Kentucky 40550
(Name and Address of Agent For Service)
606-232-2700
(Telephone Number, Including Area Code, of Agent For Service)
===========================================================
<PAGE>
This Post-Effective Amendment No. 1 to Registration Statement No.
333-87851 is made pursuant to Rule 414(d) of the Securities Act of 1933, as
amended.
On April 27, 2000, the stockholders of Lexmark International Group,
Inc. ("Group") approved the merger (the "Merger") of Group with and into its
wholly-owned subsidiary, Lexmark International, Inc. ("International"). The
Merger became effective at 12:01 a.m. EDST on July 1, 2000 (the "Effective
Time"). For all periods subsequent to the Effective Time, the term "Corporation"
shall mean the surviving company, International.
Pursuant to Rule 414(d) under the Securities Act of 1933, as amended
(the "Securities Act"), the Corporation hereby expressly adopts as its own, for
all purposes of the Securities Act and the Securities Exchange Act of 1934, as
amended, the Registration Statement previously filed by Group relating to the
Lexmark International Group, Inc. 1999 Employee Stock Purchase Plan.
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 this Post-Effective Amendment No. 1 to Form
S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Lexington,
State of Kentucky, on the 3rd day of July, 2000.
LEXMARK INTERNATIONAL, INC.
By: /s/ Gary E. Morin
------------------------------
Name: Gary E. Morin
Title: Executive Vice President and Chief
Financial Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 has been signed by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE(S)
--------- --------
* Chairman of the Board, President
-------------------
Paul J. Curlander and Chief Executive Officer
(Principal Executive Officer)
/s/ Gary E. Morin Executive Vice President and Chief
-------------------
Gary E. Morin Financial Officer
(Principal Financial Officer)
/s/ David L. Goodnight Vice President and Corporate
-------------------
David L. Goodnight Controller
(Principal Accounting Officer)
*
------------------- Director
B. Charles Ames
*
------------------- Director
Teresa Beck
*
------------------- Director
Frank T. Cary
*
------------------- Director
William R. Fields
*
------------------- Director
Ralph E. Gomory
*
------------------- Director
Stephen R. Hardis
*
------------------- Director
James F. Hardymon
*
------------------- Director
Robert Holland, Jr.
*
------------------- Director
Marvin L. Mann
*
------------------- Director
Michael J. Maples
*
------------------- Director
Martin D. Walker
* By signing his name hereto, Vincent J. Cole, signs this document on behalf of
each of the persons indicated above pursuant to powers of attorney duly executed
by such persons.
Date: July 3, 2000 By: /s/ Vincent J. Cole
--------------------------------
Vincent J. Cole
(Attorney-in-Fact)
<PAGE>
EXHIBIT INDEX
24* Powers of Attorney.
* Filed herewith.
<PAGE>
