<PAGE>
Registration No. 33-39750
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
BENJAMIN MOORE & CO.
(Exact Name of Registrant as Specified in Its Charter)
New Jersey 13-5256230
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
51 Chestnut Ridge Road, Montvale, New Jersey 07645
(Address of Principal Executive Offices) (Zip Code)
SALES REPRESENTATIVES COMPENSATION ADJUSTMENT SHARE PLAN
(Full Title of the Plan)
John T. Rafferty
Benjamin Moore & Co.
51 Chestnut Ridge Road
Montvale, New Jersey 07645
(Name and Address of Agent for Service)
(201) 573-9600
(Telephone Number, Including Area Code, of Agent For Service)
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This Registration Statement, which became effective upon filing on
April 3, 1991, is amended to remove from registration the shares of Common Stock
which remain unsold at the termination of the offering by reducing the number of
shares of Common Stock registered pursuant thereto as follows:
Shares originally registered
(without giving effect to a 3-for-1 20,300 shares
stock split effective July 1, 1999)
Shares being deregistered 14,741 shares
Balance Registered 5,559 shares
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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 it 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 New York,
State of New York, on September 27, 2000.
BENJAMIN MOORE & CO.
By: S/YVAN DUPUY
------------------------------
Yvan Dupuy
President and Chief Executive Officer
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Yvan Dupuy and Richard Roob, and each or
either of them, his or her true and lawful attorneys-in-fact and agents, each
acting alone, with full powers of substitution and resubstitution, for such
person and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, each acting alone, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as might or could be done in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, each acting alone, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
S/YVAN DUPUY President and Chief Executive September 27, 2000
--------------------------- Officer; (Principal Executive
Yvan Dupuy Officer); Director
S/RICHARD ROOB Chairman of the Board of September 27, 2000
--------------------------- Directors; Director
Richard Roob
S/DONALD E. DEVINE II Vice President-Finance and September 27, 2000
--------------------------- Chief Financial Officer;
Donald E. Devine II (Principal Financial Officer
and Principal Accounting Officer)
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
S/BENJAMIN M. BELCHER, JR. Director September 27, 2000
---------------------------
Benjamin M. Belcher, Jr.
--------------------------- Director September 27, 2000
Ward C. Belcher
S/CHARLES H. BERGMANN, JR. Director September 27, 2000
---------------------------
Charles H. Bergmann, Jr.
S/FREDERICK J. COSTELLO Director September 27, 2000
---------------------------
Frederick J. Costello
S/GERALD W. MOORE Director September 27, 2000
---------------------------
Gerald W. Moore
S/JOHN C. MOORE, JR. Director September 27, 2000
---------------------------
John C. Moore, Jr.
S/ROBERT H. MUNDHEIM Director September 27, 2000
---------------------------
Robert H. Mundheim
S/ELIZABETH H. RUML Director September 27, 2000
---------------------------
Elizabeth H. Ruml
S/CHARLES C. VAIL Director September 27, 2000
---------------------------
Charles C. Vail
S/SARA B. WARDELL Director September 27, 2000
---------------------------
Sara B. Wardell
</TABLE>
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