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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON DECEMBER 13, 1994
REGISTRATION NO. 33-50697
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CERIDIAN CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 52-0278528
(State of incorporation) (I.R.S. Employer
Identification No.)
8100 34th Avenue South
Minneapolis, Minnesota 55425
(Address of principal executive offices)
CERIDIAN CORPORATION STS SPECIAL INCENTIVE PLAN
(Full title of the plan)
John A. Haveman
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Vice President and Secretary
Ceridian Corporation
8100 34th Avenue South
Minneapolis, Minnesota 55425
(612)853-7425
(Name, address and telephone number of agent for service)
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Award of All Registered Securities. The Ceridian Corporation STS
Special Incentive Plan (the ''
Plan'') was adopted by the Ceridian
Corporation (the "Company") board of directors on October 14,
1994. The Plan provided that up to 107,000 treasury shares of
the Company's common stock, $.50 par value (the ''
Shares''),
could be awarded to managerial employees of the Company's Systems
Tax Service division whose performance can have a significant
effect on the success of that division and of the Company. All
107,000 Shares have been awarded pursuant to the Plan, and no
additional awards will be made pursuant to the Plan.
The Company hereby files this Post-Effective Amendment No. 1 to
confirm that all of the Company securities covered by
Registration Statement No. 33-50697 have been awarded and to
discontinue Registration Statement No. 33-50697.
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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 Post-Effective Amendment No. 1 to
the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of
Minneapolis, State of Minnesota, on December 13, 1994.
CERIDIAN CORPORATION
/s/John A. Haveman
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to the Registration Statement
has been signed on December 13, 1994 by the following persons in
the capacities indicated.
*/s/Lawrence Perlman */s/Ruth M. Davis
Lawrence Perlman, Chairman, Ruth M. Davis, Director
President and Chief Executive
Officer (Principal Executive */s/Allen W. Dawson
Officer) and Director Allen W. Dawson, Director
*/s/Ronald James
/s/John R. Eickhoff Ronald James, Director
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John R. Eickhoff
Vice President and Chief */s/Richard G. Lareau
Financial Officer (Principal Richard G. Lareau, Director
Financial Officer)
*/s/George R. Lewis
George R. Lewis, Director
/s/Loren D. Gross */s/Charles Marshall
Loren D. Gross Charles Marshall, Director
Vice President and Corporate
Controller (Principal Accounting */s/Carole J. Uhrich
Officer) Carold J. Uhrich, Director
*/s/Richard W. Vieser
Richard W. Vieser, Director
*/s/Paul S. Walsh
Paul S. Walsh, Director
*By /s/John A. Haveman
Attorney-in-fact
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EXHIBIT 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a
Director of Ceridian Corporation (the "Company"), a Delaware
corporation, do hereby make, nominate and appoint JOHN R.
EICKHOFF AND JOHN A. HAVEMAN, and each of them, to be my attorney
in fact for three months from the date hereof, with full power
and authority to sign his name on any post-effective amendment to
the Company's Registration Statement on Form S-8 (File No.
33-50697) relating to the Ceridian Corporation STS Special
Incentive Plan; provided that any such amendment in final form is
first reviewed by my attorney in fact; and his name, when thus
signed, shall have the same force and effect as though I had
manually signed the amendment.
IN WITNESS WHEREOF, I have signed this Power of Attorney as
of December 12, 1994.
/s/LAWRENCE PERLMAN /s/GEORGE R. LEWIS
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/s/RUTH M. DAVIS /s/CHARLES MARSHALL
/s/ALLEN W. DAWSON /s/CAROLE J. UHRICH
/s/RONALD JAMES /s/RICHARD W. VIESER
/s/RICHARD G. LAREAU /s/PAUL S. WALSH
