As filed with the Securities and Exchange Commission on November 19, 1999
Registration No. 333-31027
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
under the
Securities Act of 1933
METATEC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Ohio 31-1647405
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
7001 Metatec Boulevard
Dublin, Ohio 43017
(Address of Principal Executive Offices) (Zip Code)
Metatec International, Inc.
1992 Directors' Stock Option Plan
(Full title of the plan)
Jeffrey M. Wilkins, Chairman, President and
Chief Executive Officer
7001 Metatec Boulevard
Dublin, Ohio 43017
(Name and address of agent for service)
(614) 761-2000
(Telephone number, including area code, of agent for service)
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This registration statement number 333-31027 was filed with the
Securities and Exchange Commission on July 10, 1997, to register an additional
50,000 Shares under the 1992 Directors' Stock Option Plan (the "Plan"). A total
of 130,000 Shares were initially registered under the Plan on October 1, 1992 by
the filing of registration statement number 33-52700. An additional 30,000
Shares were registered under the Plan on June 13, 1994 by the filing of
registration statement number 33-80172. Thus, the total number of Shares
registered under the Plan is 210,000.
On April 20, 1999, the shareholders of Metatec Corporation (the
predecessor to the Registrant) approved a new stock option plan for directors,
the 1999 Directors Stock Option Plan. The 1999 Directors Stock Option Plan
replaced the Plan. As a result, in accordance with the terms of the Plan, no
additional options to purchase Shares may be granted under the Plan. A total of
134,845 Shares are subject to options under the Plan, leaving a total of 75,155
Shares that are not subject to options under the Plan. Accordingly, because
these Shares can no longer become subject to options under the Plan, the
Registrant hereby requests that 25,155 Shares registered under registration
statement number 33-80172 be deregistered and that all 50,000 Shares registered
under this registration statement number 333-31027 be deregistered.
<PAGE>
EXHIBITS
Exhibit
No. Exhibit Description
4 Amendment No. 5 to the Registrant's 1992 Directors' Stock Option
Plan.
24 Powers of Attorney
<PAGE>
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 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Dublin,
State of Ohio, on November 9, 1999.
METATEC INTERNATIONAL, INC.
By /s/ Jeffrey M. Wilkins
Jeffrey M. Wilkins, Chairman of
the Board, President, and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
NAME TITLE DATE
/s/ Jeffrey M. Wilkins Chairman of the Board,
Jeffrey M. Wilkins President, and Chief
Executive Officer November 9, 1999
(principal executive
officer), and Director
/s/ Daniel D. Viren Senior Vice President,
Daniel D. Viren Chief Financial Officer
(principal financial
officer and principal
accounting officer) November 9, 1999
A. Grant Bowen* Director November 9, 1999
A. Grant Bowen
Joseph F. Keeler* Director November 9, 1999
Joseph F. Keeler
Peter J. Kight* Director November 9, 1999
Peter J. Kight
Jerry D. Miller* Director November 9, 1999
Jerry D. Miller
James V. Pickett* Director November 9, 1999
James V. Pickett
*The undersigned hereby executes this Post-Effective Amendment to the
Registration Statement on behalf of each of the indicated directors of the
Registrant pursuant to powers of attorney executed by such directors and filed
as an exhibit to this Post-Effective Amendment to the Registration Statement.
/s/ Jeffrey M. Wilkins
Jeffrey M. Wilkins
<PAGE>
Exhibit Index
If Incorporated by Reference,
Document with which Exhibit
Exhibit Number Exhibit was Previously Filed
4 Amendment No. 5 to the Contained herein
Registrant's 1992
Directors' Stock Option
Plan
24 Powers of Attorney Incorporated herein by
reference to Exhibit 24 of
the Registrant's Registration
Statement on Form S-8 (File
No. 333-03125) filed on June
1, 1999
<PAGE>
Exhibit 4
AMENDMENT NO. 5 TO
METATE CORPORATION
1992 DIRECTORS' STOCK OPTION PLAN
The Metatec Corporation 1992 Directors Stock Option Plan, as previously
amended (the "Plan"), is hereby amended pursuant to the following provisions:
ss.1. Definitions.
All capitalized terms used in this amendment which are not otherwise
defined herein shall have the respective meanings given such terms in the Plan.
ss.2. Termination of Option Grants.
If the Company's 1999 Directors Stock Option Plan (the "1999 Plan") is
approved by the shareholders of the Company at the 1999 annual meeting of the
shareholders, then no further options shall be granted under the Plan, including
without limitation the Options which otherwise would be granted automatically
immediately following such meeting. If the 1999 Plan is not approved by the
shareholders at such meeting, then Option grants shall continue as provided in
the Plan.
ss.3. Effective Date; Interpretation.
The effective date of this amendment is February 17, 1999, and this
amendment shall be deemed to be part of the Plan as of such date. In the event
of any inconsistencies between the provisions of the Plan and this amendment,
the provisions of this amendment shall control. Except as modified by this
amendment, the Plan shall continue in full force and effect without change.
