As filed with the Securities and Exchange Commission on October 21, 1999
Registration No. 333-89397
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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
---------------------------
LUMINANT WORLDWIDE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2783690
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
4100 Spring Valley Road, Suite 750
Dallas, Texas 75244
(Address of Principal Executive Offices)
(972) 404-5167
(Registrant's telephone number, including area code)
Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
(Full title of the plan)
Guillermo G. Marmol
Chief Executive Officer
Luminant Worldwide Corporation
4100 Spring Valley Road, Suite 750
Dallas, Texas 75244
(972) 404-5167
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
With a copy to:
R. Scott Kilgore, Esq.
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037
---------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Name of Plan Registered Registered Per Share (1) Price (1) Fee (1)(2)
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1999 Long-Term Incentive Common Stock, par 7,249,031 $30.00 $118,577,128.74 $32,964.44
Plan (the "1999 Plan") $0.01
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<FN>
(1) In accordance with Rule 457(h) and Rule 457(c) the aggregate offering
price and the amount of the registration fee are computed on the basis
of (a) for 2,015,458 shares not yet subject to options, $30, the
average of the high and low prices reported in the Nasdaq Stock Market
on October 18, 1999, and (b) for granted options for 5,233,573 shares,
the actual exercise prices specified in those granted options (which
range from $0.01 to $18). Also registered hereunder are such additional
number of shares of Common Stock, presently indeterminable, as may be
necessary to satisfy the antidilution provisions of the Plan to which
this Registration Statement relates.
(2) The full amount of the filing fee was paid with the initial filing.
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</FN>
</TABLE>
<PAGE>
POST-EFFECTIVE AMENDMENT NO. 1
This Post-Effective Amendment No. 1 to Form S-8 Registration Statement
(File No. 333-89397) amends the original filing by correcting the footnotes to
the Calculation of Registration Fee table. It also notes that the plan attached
to the original filing replaces the version filed as Exhibit 10.1 to the
Company's Form S-1/A (File No. 333- 80161) filed with the Securities and
Exchange Commission on August 9, 1999. The number of shares of Common Stock
registered hereunder remains the same (except with respect to the antidilution
reference in the footnote), and the contents of the previously-filed
Registration Statement on Form S-8, filed with the Securities and Exchange
Commission on October 20, 1999, are incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment on Form S-8 and has duly
caused this amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in Chalfont, Pennsylvania on the 21st day of October, 1999.
LUMINANT WORLDWIDE CORPORATION
/s/ Thomas G. Bevivino
By: ---------------------------------
Thomas G. Bevivino
Senior Vice President - Finance
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Thomas G. Bevivino has been appointed
the true and lawful attorney-in-fact and agent of the persons identified below,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities to sign any or all
amendments (including post-effective amendments) to the Registration Statement
on Form S-8 (File No. 333-89397) filed on October 20, 1999, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, with the full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully for all intents and purposes as he or
she might or could do in person.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
* Chairman of the Board October 21, 1999
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Michael H. Jordan
* Chief Executive Officer October 21, 1999
- --------------------- and Director
Guillermo G. Marmol
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<PAGE>
* President, Chief Operating October 21, 1999
- --------------------- Officer and Director
James R. Corey
/S/ Thomas G. Bevivino Senior Vice President - Finance October 21, 1999
- ---------------------- and Chief Accounting Officer
Thomas G. Bevivino
* Director October 21, 1999
- ---------------------
George P. Stamas
* Director October 21, 1999
- ---------------------
Randolph Austin
* Director October 21, 1999
- ---------------------
Michael J. Dolan
* Director October 21, 1999
- ---------------------
Richard M. Scruggs
*By: /s/ Thomas G. Bevivino
------------------------
Thomas G. Bevivino, as
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 * 1999 Long-Term Incentive Plan
5 ** Opinion of Wilmer, Cutler & Pickering, as to the legality of the
securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen LLP
24 ** Power of attorney
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* Incorporated by reference to Luminant's Registration Statement on
Form S-8 (File No. 333-89397) as filed with the SEC on October
20, 1999. This version, as approved by Luminant's board of
directors before the company's registration statement was
effective, replaces the version filed as Exhibit 10.1 to the
Company's Form S-1/A (File No. 333-80161) filed with the
Securities and Exchange Commission on August 9, 1999.
** Incorporated by reference to Luminant's Registration Statement on
Form S-8 (File No. 333-89397) as filed with the SEC on
October 20, 1999.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 24, 1999, except for Note 8 which
is as of June 3, 1999, relating to the financial statements of Brand Dialogue
New York, which appears in Luminant Worldwide Corporation's Registration
Statement on Form S-1 (No. 333-80161).
PricewaterhouseCoopers LLP
New York, New York
October 18, 1999
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EXHIBIT 23.2
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of Luminant Worldwide Corporation on
Form S-8 of our reports as follows:
Luminant Worldwide Corporation September 3, 1999
Align Solutions Corp. May 4, 1999
Free Range Media, Inc. May 7, 1999
Integrated Consulting, Inc. May 7, 1999
InterActive8, Inc. May 14, 1999
Multimedia Resources, LLC April 30, 1999
Potomac Partners Management May 5, 1999
Consulting, LLC
RSI Group, Inc. May 8, 1999
Fifth Gear Media Corporation May 21, 1999
inmedia, inc. May 21, 1999 (except with respect to
the matter discussed in Note 12 to the
December 31, 1998, inmedia, inc.
financial statements, as to which the
date is May 27, 1999)
Synapse Group, Inc. May 28, 1999
included in Luminant Worldwide Corporation's S-1 Registration Statement
No. 333-80161 as amended.
Arthur Andersen LLP
Dallas, Texas
October 18, 1999
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