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As filed with the Securities and Exchange Commission
on January 22, 1999
Registration No. 333-20033
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 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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MASTECH CORPORATION
Pennsylvania 25-1802235
(State or jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1004 McKee Road
Oakdale, Pennsylvania 15071
(Address of principal executive offices and zip code)
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MASTECH CORPORATION
AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
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Jeffrey A. McCandless, Vice President-Finance
Mastech Corporation
1004 McKee Road
Oakdale, PA 15071
(Name and address of agent for service)
412-787-2100
(Telephone number of agent for service)
Copies of communications to:
James J. Barnes, Esquire
Buchanan Ingersoll Professional Corporation
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
412-562-1415
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EXPLANATORY NOTE
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This Post-Effective Amendment No. 2 ("Amendment No. 2") amends and restates
in its entirety Post-Effective Amendment No. 1 to the Registration Statement
on Form S-8 filed with the SEC on December 31, 1998 ("Amendment No. 1") the
effect of which is to amend Amendment No. 1 in the following manner:
1. Delete the Fee Calculation Table and corresponding footnotes from the
facing page;
2. Delete the last sentence of the first paragraph under the heading
"Explanatory Note.";
3. Delete Item 8;
4. Delete Exhibit Index; and
5. Delete Exhibits 4.1, 5.1, 23.1, 23.2 and 24.1
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Mastech Corporation (the "Company" or the "Registrant") hereby incorporates
by reference in this Registration Statement the following documents filed with
the Securities and Exchange Commission (the "Commission"):
a. The Company's Original Registration Statement on Form S-8 (No. 333-
20033) filed on January 17, 1997.
b. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the filing of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.
Any statement contained herein or in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in any
subsequently filed document which is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
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superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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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 Pittsburgh, Pennsylvania, on the 22nd day of January, 1999.
MASTECH CORPORATION
By: /s/ Sunil Wadhwani
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Sunil Wadhwani
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to this Registration Statement has been signed by the
following persons in the capacities indicated on January 22, 1999.
Signature Capacity
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/s/ Sunil Wadhwani Director, Co-Chairman
- ------------------ and Chief Executive Officer
Sunil Wadhwani
/s/ Ashok Trivedi Director, Co-Chairman and President
- -----------------
Ashok Trivedi
/s/ J. Gordon Garrett Director
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J. Gordon Garrett
/s/ Michel Berty Director
- ----------------
Michel Berty
/s/ Jeffrey McCandless Vice President-Finance
- ---------------------- (Principal Accounting Officer and
Jeffrey McCandless Principal Financial Officer)
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