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As filed with the Securities and Exchange Commission
on July 8, 1998
Registration Number 2-67753
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
POST-EFFECTIVE AMENDMENT NO. 6
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)
____________________
RESTRICTED STOCK PLAN OF 1980 (1987 RESTATEMENT)
1980 STOCK OPTION PLAN (1987 RESTATEMENT)
(Full title of the Plans)
___________________
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 and
Deregistration of Securities.
Ceridian Corporation ("Ceridian"), formerly known as Control
Data Corporation, established its Restricted Stock Plan of 1980
and its 1980 Stock Option Plan (as amended, the "Stock Plan" and
the "Option Plan," respectively, and collectively, the "Plans")
to provide for awards of shares of Ceridian common stock, subject
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to restrictions on transferability, and for awards of options to
acquire Ceridian common stock to key employees of Ceridian and
its subsidiaries. Ceridian registered, under the Securities Act
of 1933, a total of 1,200,000 shares of its common stock (as
adjusted for a stock split) for issuance under the Plans on a
Registration Statement on Form S-8, File Number 2-67753
("Registration Statement No. 2-67753"), which was filed with the
Securities Exchange Commission (the "Commission") on June 2,
1980. Ceridian subsequently registered, under the Securities Act
of 1933, 1,000,000 additional shares of its common stock for
issuance under the Plans on a Registration Statement on Form S-8,
File Number 2-97570 ("Registration Statement No. 2-97570"), which
was filed with the Commission on May 6, 1985.
Because no new awards of restricted stock or stock options
can be made under the Plans, and because all of the stock options
which were granted under the Option Plan and for which the
related shares of Ceridian common stock were registered on
Registration Statement No. 2-67753 either have been exercised in
full or have expired due to the passage of time or the
termination of the recipient's employment with Ceridian and its
subsidiaries, no additional shares of Ceridian common stock
registered on Registration Statement No. 2-67753 can be purchased
or otherwise issued under the Plans. As a result, Ceridian
hereby removes from registration any and all shares of its common
stock that were previously registered under Registration
Statement No. 2-67753 and that remain unsold as of the date
hereof, and hereby files this Post-Effective Amendment No. 6 to
effect such removal and to terminate Registration Statement No.
2-67753. Registration Statement No. 2-97570 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
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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