<PAGE>
As filed with the Securities and Exchange Commission
on July 8, 1998
Registration Number 33-61001
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
___________________________________
CERIDIAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 52-0278528
(State of incorporation) (I.R.S. Employer
Identification Number)
___________________
8100 34th Avenue South
Minneapolis, Minnesota 55425
612-853-8100
(Address and telephone number of Registrant's principal executive
offices)
____________________
CERIDIAN CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
___________________
John A. Haveman
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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CERIDIAN CORPORATION
Termination of Registration Statement.
Ceridian Corporation ("Ceridian"), formerly known as Control
Data Corporation, established its Employee Stock Purchase Plan
(as amended, the "Plan") to enable employees of Ceridian and its
U.S. and Canadian subsidiaries to purchase shares of Ceridian
common stock on favorable terms through regular payroll
deductions. Ceridian registered, under the Securities Act of
1933, 500,000 shares of its common stock for sale under the Plan
on a Registration Statement on Form S-8, File Number 33-61001
("Registration Statement No. 33-61001"), which was filed with the
Securities Exchange Commission (the "Commission") on July 13,
1995. Ceridian subsequently registered, under the Securities Act
of 1933, 1,000,000 additional shares of its common stock for sale
under the Plan on a Registration Statement on Form S-8, File
Number 333-58143 ("Registration Statement No. 333-58143"), which
was filed with the Commission on June 30, 1998.
Because all of the 500,000 shares of Ceridian common stock
registered on Registration Statement No. 33-61001 that could be
offered and sold under the Plan has been sold, this Registration
Statement can be terminated. As a result, Ceridian hereby files
this Post-Effective Amendment to terminate Registration Statement
No. 33-61001. Registration Statement No. 333-58143 remains
effective.
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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 the requirements for filing on Form S-8 and has duly
caused this Post-Effective Amendment to its Registration Statement on
Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minneapolis, State of Minnesota, as
of July 8, 1998.
CERIDIAN CORPORATION
By: /s/John A. Haveman
John A. Haveman
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment to the Registration Statement on Form
S-8 has been signed as of July 8, 1998 by the following persons in
the capacities indicated.
*/s/ Lawrence Perlman */s/ Richard G. Lareau
Lawrence Perlman Richard G. Lareau, Director
Chairman and Chief
Executive Officer
(Principal Executive
<PAGE>
Officer and Director) */s/ Ronald T. LeMay
Ronald T. LeMay, Director
*/s/ J.R. Eickhoff
J. R. Eickhoff */s/ George R. Lewis
Executive Vice President George R. Lewis, Director
and Chief Financial Officer
(Principal Financial Officer)
*/s/ Charles Marshall
*/s/ Loren D. Gross Charles Marshall, Director
Loren D. Gross
Vice President and
Corporate Controller Ronald A. Matricaria, Director
(Principal Accounting
Officer) */s/Carole J. Uhrich, Director
Carole J. Uhrich, Director
*/s/ Ruth M. Davis
Ruth M. Davis, Director */s/ Richard W. Vieser
Richard W. Vieser, Director
*/s/ Paul S. Walsh
Robert H. Ewald, Director Paul S. Walsh, Director
*By: /s/John A. Haveman
Attorney-in-fact
