Registration No. 333-32411
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
SEALRIGHT CO., INC.
(Exact name of registrant as specified in its charter)
Delaware 16-0876812
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
SEALRIGHT CO., INC.
DIRECTOR STOCK COMPENSATION PLAN
(Full title of plans)
John T. Carper
Sealright Co., Inc.
9201 Packaging Drive
DeSoto, Kansas 66018
(Name and address for agent of service)
(913) 583-3025
(Telephone number, including area
code, for agent of service)
<PAGE>
DEREGISTRATION OF SECURITIES
On July 30, 1997, the Registrant filed with the
Commission a Registration Statement on Form S-8 (Registration No.
333-32411) (the "Form S-8") registering 50,000 shares of the
Registrant's Common Stock, par value $.10 per share, to be issued
to participants in connection with the Registrant's Director
Stock Compensation Plan (the "Plan"). On January 30, 1998, the
Registrant's Board of Directors elected to reduce the number of
shares authorized under the Plan to 25,000. Accordingly, this
Post-Effective Amendment No. 1 to Registration Statement on Form
S-8 is being filed in order to deregister 25,000 shares of Common
Stock that were registered on the Form S-8.
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 caused this Registration Statement to be signed on its
behalf of the undersigned, thereunto duly authorized, in the
County of Johnson, State of Kansas, on this 12th day of February,
1998.
SEALRIGHT CO., INC.
By /s/ John T. Carper
Charles F. Marcy
John T. Carper, Attorney-in-Fact
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
President, Chief
Executive Officer
and Director
/s/ John T. Carper February 12, 1998
Charles F. Marcy
John T. Carper,
Attorney-in-Fact
Senior Vice President
Finance, Chief Financial
Officer, Chief Accounting
/s/ John T. Carper Officer and Treasurer February 12, 1998
John T. Carper
Director
/s/ John T. Carper February 12, 1998
G. Kenneth Baum
John T. Carper,
Attorney-in-Fact
Director
/s/ John T. Carper February 12, 1998
D. Patrick Curran
John T. Carper,
Attorney-in-Fact
Director
/s/ John T. Carper February 12, 1998
Frederick O. DeSieghardt
John T. Carper,
Attorney-in-Fact
Director
/s/ John T. Carper February 12, 1998
Robert F. Hagans
John T. Carper,
Attorney-in-Fact
Director
_______________________
Marvin W. Ozley February __, 1998
Director
/s/ Arthur R. Schulze February 12, 1998
Arthur R. Schulze
John T. Carper,
Attorney-in-Fact
Director
/s/ Charles A. Sullivan February 12 1998
Charles A. Sullivan
John T. Carper,
Attorney-in-Fact
Director
/s/ William D. Thomas February 12, 1998
William D. Thomas
John T. Carper,
Attorney-in-Fact
