<PAGE>
Registration No. 333-78981
As filed with the Securities and Exchange Commission on May 21, 1999.
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
BI INCORPORATED
(Exact name of registrant as specified in its charter)
Colorado 84-0769926
(State or other juris- (I.R.S. Employer
diction of incorporation Identification No.)
or organization)
6400 Lookout Road
Boulder, Colorado 80301
(Address, including zip code of Principal Executive Offices)
BI Incorporated 1996 Stock Option Plan
(Full Title of the Plans)
David J. Hunter, President
BI Incorporated
6400 Lookout Road
Boulder, Colorado 80301
(303) 530-2911
(Name, address and telephone number,
including area code, of agent for service)
----------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered maximum offering aggregate offering registration
registered price per price fee
share(1)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par
value per share 218,625 shares $9.219 $2,015,450 $561*
========================================================================================================================
</TABLE>
* The Registration Fee has already been paid.
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) based upon the average of the high and low selling
prices reported on the Nasdaq National Market on May 11, 1999.
<PAGE>
This registration statement was effective upon filing with the United States
Securities and Exchange Commission on May 21, 1999. The Company originally
included 400,000 shares of its no par value Common Stock in the registration
statement. 218,625 shares of Common Stock have been sold or reserved for sale
under the registration statement to date. By the filing this post-effective
amendment, the Company hereby removes from registration the balance of 181,375
shares of Common Stock which were registered for sale in this Registration
Statement.
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boulder, State of Colorado, on January 28, 2000.
BI INCORPORATED
By: /S/ David J. Hunter
------------------------
David J. Hunter,
President
Power of Attorney
The undersigned directors and/or officers of the Registrant, by virtue of
their signatures to this Registration Statement appearing below, hereby
constitute and appoint David J. Hunter or Jacqueline A. Chamberlin, or either of
them, with full power of substitution, as attorney-in-fact in their names,
places and steads to execute any and all amendments to this Registration
Statement in the capacities set forth opposite their names and hereby ratify all
that said attorneys-in-fact may do by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/S/ David J. Hunter President, Chief Executive Officer January 28, 2000
- ------------------------------- and Director (Principal Executive
David J. Hunter Officer)
/S/ Jacqueline A. Chamberlin Vice President of Finance (Principal January 28, 2000
- ------------------------------- Financial and Accounting Officer)
Jacqueline A. Chamberlin
/S/ Jeremy N. Kendall Chairman January 28, 2000
- -------------------------------
Jeremy N. Kendall
/S/ William E. Coleman Vice Chairman January 28, 2000
- -------------------------------
William E. Coleman
/S/ Mckinley C. Edwards, Jr. Director January 28, 2000
- -------------------------------
Mckinley C. Edwards, Jr.
/S/ Beverly J. Haddon Director January 28, 2000
- -------------------------------
Beverly J. Haddon
/S/ Perry M. Johnson Director January 28, 2000
- -------------------------------
Perry M. Johnson
Director
- -------------------------------
Barry J. Nidorf
/S/ Byam K. Stevens, Jr. Director January 28, 2000
- -------------------------------
Byam K. Stevens, Jr.
</TABLE>
