<PAGE>
As filed with the Securities and Exchange Commission on November 21, 1997
Registration No. 333-17393
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
ENGINEERING ANIMATION, INC.
(Exact name of registrant as specified in its charter)
Delaware 42-1323712
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2321 North Loop Drive
Ames, Iowa 50010
Telephone: (515) 296-9908
(Address, including zip code, telephone number, including area code, of
registrant's principal executive offices)
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
1995 EXECUTIVE BONUS AND STOCK OPTION PLAN
NON-EMPLOYEE DIRECTORS OPTION PLAN
ORIGINAL DIRECTORS OPTION PLAN
(Full title of the plans)
Matthew M. Rizai
President and Chief Executive Officer
2321 North Loop Drive
Ames, Iowa 50010
Telephone: (515) 296-9908
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Jamie A. Wade, Esq. George C. McKann, Esq.
Engineering Animation, Inc. Gardner, Carton & Douglas
2321 North Loop Drive 321 North Clark Street, Suite 3200
Ames, Iowa 50010 Chicago, Illinois 60610
<PAGE>
This Post-Effective Amendment No. 1 is being filed to reduce the number
of shares registered pursuant to Registration Statement No. 333-17393 with
respect to the Engineering Animation, Inc. Non-Employee Directors Option Plan
from 250,000 to 60,000. Simultaneous with the filing of this Post-Effective
Amendment No. 1, the Registrant is filing a new Registration Statement on
Form S-8, pursuant to Instruction E to Form S-8, to register an additional
190,000 shares with respect to the Engineering Animation, Inc. Amended and
Restated 1994 Stock Option Plan.
<PAGE>
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
AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF AMES, STATE OF IOWA, ON THIS 20TH DAY OF NOVEMBER
1997.
ENGINEERING ANIMATION, INC.
By: /s/ Jamie A. Wade
----------------------------------------
Jamie A. Wade
VICE PRESIDENT OF ADMINISTRATION,
GENERAL COUNSEL SECRETARY AND DIRECTOR
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON THIS 20TH DAY OF NOVEMBER 1997.
SIGNATURES TITLE
* Chairman, Chief Executive Officer, President,
- --------------------------- Treasurer and Director
Matthew M. Rizai (Principal Executive Officer)
* Executive Vice President and Director
- ---------------------------
Martin J. Vanderploeg
/s/ Jerome M. Behar Vice President of Finance and Chief Financial
- --------------------------- Officer (Principal
Jerome M. Behar Financial and Accounting Officer)
/s/ Jamie A. Wade Vice President of Administration, General
- --------------------------- Counsel, Secretary and
Jamie A. Wade Director
* Director
- ---------------------------
Michael Crow
* Director
- ---------------------------
Laurence J. Kirshbaum
/s/ Jamie A. Wade
- ---------------------------
Jamie A. Wade as
attorney-in-fact pursuant to
power of attorney granted in
Registration Statement
No. 333-17393, December 6, 1996
S-1
