<PAGE>
As filed with the Securities and Exchange Commission on October 22, 1999
Registration No. 333-28069
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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POST EFFECTIVE AMENDMENT NO.1
TO
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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CERIDIAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 52-0278528
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8100 34th Avenue South 55425
Minneapolis, Minnesota (Zip Code)
(Address of principal executive offices)
CERIDIAN CORPORATION 1993 LONG-TERM INCENTIVE PLAN
(AMENDED AND RESTATED AS OF MAY 14, 1997)
(Full title of the plan)
William E. McDonald
Associate General Counsel and Deputy Secretary
Ceridian Corporation
8100 34th Avenue South
Minneapolis, Minnesota 55425
(Name and address of agent for service)
(612) 853-8100
(Telephone number, including area code, of agent for service)
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EXPLANATORY NOTE
On May 30, 1997, a total of 3,000,000 shares of Common Stock of
Ceridian Corporation (the "Company"), to be issued in connection with the
Company's 1993 Long-Term Incentive Plan (Amended and Restated as of May 14,
1997) (the "1993 Plan"), were registered with the Securities and Exchange
Commission (the "Commission") by Registration Statement on Form S-8 (File No.
333-28069). On May 20, 1999, the stockholders of the Company approved the 1999
Stock Incentive Plan (the "1999 Plan"), which replaces the 1993 Plan. Both the
1999 Plan and the 1993 Plan are long term incentive plans. As of October 4,
1999, two million four hundred fifty seven thousand four hundred sixty two
(2,457,462) shares of such registered shares of Common Stock had not been issued
under the 1993 Plan and, pursuant to Instruction E to Form S-8 and the
telephonic interpretation of the Commission pertaining to "Form S-8" set forth
in the Division of Corporation Finance's Manual of Publicly-Available Telephone
Interpretations (July 1997), are carried forward to, and deemed covered by the
Registration Statement on Form S-8 to be filed with the Commission on October
22, 1999 in connection with the 1999 Plan.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company's Registration Statement on Form S-8 (File No.
333-28069), including any amendments thereto, is incorporated
herein by reference.
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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 on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Minneapolis, State of Minnesota, on the 22nd day of October, 1999.
CERIDIAN CORPORATION
By: /s/ Lawrence Perlman
-------------------------
Lawrence Perlman
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 1 to the Registration Statement on Form S-8 has been
signed by the following persons in the capacities indicated on the 22nd day of
October, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Lawrence Perlman Chairman of the Board, Chief Executive
- ------------------------- Officer and Director (principal executive
Lawrence Perlman officer)
/s/ John R. Eickhoff Executive Vice President and Chief
- ------------------------- Financial Officer (principal financial officer)
John R. Eickhoff
/s/ Loren D. Gross Vice President and Corporate Controller,
- ------------------------- (principal accounting officer)
Loren D. Gross
Director
- -------------------------
Bruce R. Bond
Director
- -------------------------
Nicholas D. Chabraja
/s/ Ruth M. Davis* Director
- -------------------------
Ruth M. Davis
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<PAGE>
SIGNATURES CONTINUED
Director
- -------------------------
Robert H. Ewald
/s/ Richard G. Lareau* Director
- -------------------------
Richard G. Lareau
/s/ Ronald T. LeMay* Director
- -------------------------
Ronald T. LeMay
/s/ George R. Lewis* Director
- -------------------------
George R. Lewis
/s/ Ronald L. Turner President, Chief Operating Officer
- ------------------------- and Director
Ronald L. Turner
Director
- -------------------------
Carole J. Uhrich
/s/ Paul S. Walsh* Director
- -------------------------
Paul S. Walsh
*By: /s/ John R. Eickhoff
-------------------------
John R. Eickhoff
Attorney-in-Fact
</TABLE>
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