<PAGE>
As filed with the Securities and Exchange Commission on February 23, 1998.
Registration No. 333-21847
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
DUPONT PHOTOMASKS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-2238819
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 TEXAS AVENUE
ROUND ROCK, TEXAS 78664
(Address of Principal Executive Offices)
1997 STOCK OPTION AND RESTRICTED STOCK PLAN (1)
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
FOUNDERS STOCK OPTION PLAN
AMENDED BONUS PLAN
(Full title of the plans)
J. Michael Hardinger Copy to:
Chairman of the Board and Ronald G. Skloss, Esq.
Chief Executive Officer Brobeck, Phleger & Harrison LLP
100 Texas Avenue 301 Congress Avenue
Round Rock, Texas 78664 Suite 1200
(512) 310-6559 Austin, Texas 78701
(Name, address and telephone number, (512) 477-5495
including area code, of agent for service)
This Post-Effective Amendment shall hereafter become effective in accordance
with the provisions of Section 8(c) of the Securities Act of 1933
(1) 2,000,000 shares of Common Stock issuable under the registrant's Stock
Performance Plan (the "Predecessor Plan") were originally registered on Form
S-8. On June 9, 1997, the registrant's Board of Directors (i) amended the
Predecessor Plan to reduce the number of shares issuable thereunder to
787,304 shares and (ii) adopted the 1997 Stock Option and Restricted Stock
Plan (the "1997 Plan") and reserved 3,000,000 shares for issuance thereunder.
The 3,000,000 shares reserved for issuance under the 1997 Plan include
1,212,696 shares previously reserved for issuance under the Predecessor Plan
which were unissued and unreserved pursuant to awards outstanding under the
Predecessor Plan at the time of the adoption of the 1997 Plan. No further
option grants or stock issuances will be made under the Predecessor Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Round Rock, Texas, on
February 23, 1998:
DUPONT PHOTOMASKS, INC.
By: /s/ J. Michael Hardinger
----------------------------------
J. Michael Hardinger, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated:
/s/ J. Michael Hardinger
- ------------------------------------
J. Michael Hardinger February 23, 1998
Chairman and Chief Executive Officer, Director
(Principal Executive Officer)
Preston M. Adcox*
- ------------------------------------
Preston M. Adcox February 23, 1998
President and Chief Operating Officer
David S. Gino*
- ------------------------------------
David S. Gino February 23, 1998
Executive Vice President-Finance and
Chief Financial Officer
(Principal Financial and Accounting Officer)
John L. Doyle*
- ------------------------------------
John L. Doyle February 23, 1998
Director
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John W. Himes February 23, 1998
Director
John C. Hodgson*
- ------------------------------------
John C. Hodgson February 23, 1998
Director
- ------------------------------------
Peter G. Kehoe February 23, 1998
Director
Gary W. Pankonien*
- ------------------------------------
Gary W. Pankonien February 23, 1998
Director
John C. Sargent*
- ------------------------------------
John C. Sargent February 23, 1998
Director
<PAGE>
Marshall C. Tumer*
- ------------------------------------
Marshall C. Tumer February 23, 1998
Director
Susan A. Vladuchick*
- ------------------------------------
Susan A. Vladuchick February 23, 1998
Director
*By: /s/ J. Michael Hardinger
- ------------------------------------
Attorney-in-fact
