<PAGE> 1
As filed with the Securities and Exchange Commission on August 14, 1997
Registration No. 333-26107
===============================================================================
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
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QUARTERDECK CORPORATION
(Exact name of registrant as specified in its charter)
13160 Mindanao Way
Marina del Rey, California 90292
Delaware (310) 309-3700 95-4320650
(State or other (Address including zip code, (I.R.S. Employer
jurisdiction of and telephone number, Identification Number)
incorporation or including area code of
organization) Registrant's principal
executive offices)
Employee/Consultant Compensation Option Agreements
(Full Title of the Plan)
------------
RON BEN YEHUDA, ESQ.
Vice President, Secretary and General Counsel
13160 Mindanao Way
Marina del Rey, California 90292
(310) 309-3700
(Name, address including zip code, and telephone number,
including area code, of agent for service)
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AMENDMENT
This post-effective amendment is being filed for the sole purpose
of including Exhibit 23.3 in the Registration Statement.
Item 8. Exhibits
5.1* Opinion of Bradley D. Schwartz.
23.1* Consent of Bradley D. Schwartz (included in
Exhibit 5.1).
23.2* Consent of KPMG Peat Marwick LLP.
23.3 Consent of Arthur Andersen LLP.
24* Power of Attorney.
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* Previously filed.
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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 Amendment to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
County of Los Angeles, State of California, on this 18th day of July 1997.
QUARTERDECK CORPORATION
By: /s/ Curtis A. Hessler
------------------------------------
Curtis A. Hessler,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Curtis A. Hessler President, Chief Executive July 18, 1997
- ----------------------------- Officer and Director
Curtis A. Hessler (Principal Executive Officer)
* Senior Vice President and July 18, 1997
- ----------------------------- Chief Financial Officer
Frank R. Greico (Principal Financial and
Accounting Officer)
* Director July 18, 1997
- -----------------------------
Frank W. T. LaHaye
* Director July 18, 1997
- -----------------------------
Howard L. Morgan
* Director July 18, 1997
- -----------------------------
King R. Lee
* Director July 18, 1997
- -----------------------------
William H. Lane III
* By /s/ Curtis A. Hessler
---------------------
Curtis A. Hessler
Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
Exhibit Number Description
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5.1* Opinion of Bradley D. Schwartz.
23.1* Consent of Bradley D. Schwartz (included in Exhibit
5.1).
23.2* Consent of KPMG Peat Marwick LLP.
23.3 Consent of Arthur Andersen LLP.
24* Power of Attorney.
- ----------------
* Previously filed.
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 (No. 333-26107) of our
report dated March 1, 1996, included in the Form 10-K/A of Quarterdeck
Corporation dated August 14, 1997.
ARTHUR ANDERSEN LLP
St. Louis, Missouri
August 14, 1997
