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As filed with the Securities and Exchange Commission on November 12, 1998
Registration No. 333-1952
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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
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XETEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-229445
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
2105 GRACY FARMS LANE
AUSTIN, TX 78758
(Address of principal executive offices) (Zip Code)
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1992 STOCK OPTION PLAN
(Full title of the Plan)
------------
ANGELO A. DECARO, JR.
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
XETEL CORPORATION
2105 GRACY FARMS LANE, AUSTIN, TX 78758
(Name and address of agent for service)
(512) 435-1000
(Telephone number, including area code, of agent for service)
-----------
This Post-Effective Amendment No. 1 to the Registration Statement shall
hereafter become effective in accordance with the provisions of Section 8(c) of
the Securities Act of 1933, as amended.
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RE-ALLOCATION
On March 5, 1996, Registrant registered 1,750,000 shares of Common Stock
reserved for issuance under the XeTel Corporation 1992 Stock Option Plan (the
"1992 Plan") on a Form S-8 Registration Statement with the Securities Exchange
Commission, Registration Number 333-1952. 1,412,100 shares of Common Stock were
transferred from the 1992 Plan to the XeTel Corporation 1997 Stock Incentive
Plan (the "Successor Plan"), which is the successor to the 1992 Plan. Therefore,
Registrant is hereby re-allocating 1,412,100 of the previously registered shares
under the 1992 Plan to the Successor Plan, with such re-allocation to be
effective immediately upon the filing of this Post-Effective Amendment.
Registrant will re-register said 1,412,100 shares under the Successor Plan on a
new Form S-8 Registration Statement. No further option grants or stock issuances
will be made under the 1992 Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in City of Austin, State
of Texas, on this 12th day of November, 1998.
XETEL CORPORATION
By: /s/ Angelo A. DeCaro, Jr.
------------------------------------
Angelo A. DeCaro, Jr.
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Angelo A. DeCaro, Jr. President, Chief Executive November 12, 1998
- ------------------------------------ Officer and Director
Angelo A. DeCaro, Jr. (Principal Executive Officer)
/s/ Richard S. Chilinski* Vice President, Chief Financial November 12, 1998
- ------------------------------------ Officer and Assistant Secretary
Richard S. Chilinski (Principal Financial and
Accounting Officer)
/s/ Ronald W. Guire* Chairman of the Board of Directors November 12, 1998
- ------------------------------------
Ronald W. Guire
/s/ Sam L. Densmore Director November 12, 1998
- ------------------------------------
Sam L. Densmore
/s/ Kozo Sato* Director November 12, 1998
- ------------------------------------
Kozo Sato
/s/ Alan R. Schuele Director November 12, 1998
- ------------------------------------
Alan R. Schuele
*By /s/ Angelo A. DeCaro, Jr. November 12, 1998
---------------------------------
Angelo A. DeCaro, Jr.
Attorney-in-Fact
</TABLE>
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