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As filed with the Securities and Exchange Commission on February 14, 1995
Registration Statement No. 33-53943
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
ZERO CORPORATION
(Exact name of Issuer as specified in its charter)
Delaware 95-1718077
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
444 South Flower Street, Suite 2100
Los Angeles, California 90071-2922
(Address of Principal Executive Offices)(Zip Code)
ZERO CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
(Full title of the Plan)
ANITA J. CUTCHALL
Corporate Secretary
ZERO Corporation
444 South Flower Street, Suite 2100
Los Angeles, California 90071-2922
(Name and address of agent for service)
(213) 629-7000
(Telephone number, including area code, of agent for service)
Page 1 of 7
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DEREGISTRATION OF COMMON STOCK
Pursuant to this Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form S-8 (the
"Registration Statement"), the Registrant hereby deregisters
209,858 shares of the Registrant's Common Stock registered under
the Registration Statement. Such shares were registered for
issuance pursuant to the ZERO Corporation Employees Stock
Purchase Plan, which plan has been terminated. Accordingly, none
of the deregistered shares will be issued pursuant to the
Registration Statement.
INCORPORATION BY REFERENCE
Registrant has previously filed a Registration Statement on
Form S-8 (No. 33-53943), with respect to the registration of
shares of its Common Stock under the ZERO Corporation Employees
Stock Purchase Plan. The contents of such Registration Statement,
as amended, are incorporated herein by reference pursuant to General
Instruction E to Form S-8. The purpose of this Post-Effective
Amendment to Registration Statement is to deregister 209,858
number of units previously registered under this Registration
Statement.
Page 2 of 7
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
4. Instruments defining the rights of security
holders; Article V of the Restated Certificate of
Incorporation is incorporated herein by reference to
Exhibit 83-(3)(a) of the Form 8-B of the Company filed
on September 7, 1988
23. Consent of Independent Public Accountants
24. Power of Attorney (included on page II-2 hereof)
II-1 Page 3 of 7
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 33-53943 of ZERO
Corporation on Form S-8 of our reports dated May 12, 1994,
appearing in and incorporated by reference in the Annual Report
on Form 10-K of ZERO Corporation for the year ended March 31, 1994.
s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Los Angeles, California
February 13, 1995
Page 4 of 7
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SIGNATURES
The Registrant. 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 the City of Los Angeles, State of
California, on this 25th day of January, 1995.
ZERO CORPORATION
By: s/WILFORD D. GODBOLD, JR.
Wilford D. Godbold, Jr.
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Wilford D.
Godbold, Jr. and Anita J. Cutchall, and either of them, as true
and lawful attorneys-in-fact and agents with full powers of
substitution and resubstitution, for him/her and in his/her place
and stead, in any and all capacities to sign any or all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the foregoing, as fully to all
intents and purposes as he/she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their or his/her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
(1) Principal executive
officer
s/WILFORD D. GODBOLD, JR. President, Chief January 25, 1995
Wilford D. Godbold, Jr. Executive Officer and
Director
(2) Principal financial
officer
s/GEORGE A. DANIELS Vice President and January 25, 1995
George A. Daniels Chief Financial Officer
(3) Controller
s/ERIC A. SAND Controller January 25, 1995
Eric A. Sand
II-2 Page 5 of 7
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(4) Directors
s/GARY M. CUSUMANO Director January 25, 1995
Gary M. Cusumano
s/BRUCE J. DeBEVER Director January 25, 1995
Bruce J. DeBever
s/JOHN B. GILBERT Director January 25, 1995
John B. Gilbert
s/CLINTON G. GERLACH Director January 25, 1995
Clinton G. Gerlach
s/BERNARD B. HEILER Director January 25, 1995
Bernard B. Heiler
s/HOWARD W. HILL Director January 25, 1995
Howard W. Hill
s/WHITNEY A. McFARLIN Director January 25, 1995
Whitney A. McFarlin
II-3 Page 6 of 7
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
4 Instruments defining the rights
of security holders; Article V
of the Restated Certificate of
Incorporation is incorporated herein
by reference to Exhibit 83-(3)(a) of
the Form 8-B of ZERO Corporation
filed on September 7, 1988 3
23 Consent of Independent Public
Accountants 4
24 Power of Attorney (included
on page II-2 hereof) 5
This information appears only in the copy of this Registration
Statement filed with the Securities and Exchange Commission.
Page 7 of 7
