<PAGE>
As filed with the Securities and Exchange Commission on August 17, 2000
Registration No. 333-
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
______________________
SYNTHETECH, INC.
(Exact name of Registrant as specified in its charter)
Oregon 84-0845771
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
1290 Industrial Way
P.O. Box 646
Albany, Oregon 97321
(Address of principal executive offices, including zip code)
SYNTHETECH, INC. AMENDED AND RESTATED 1990 STOCK OPTION PLAN
SYNTHETECH, INC. 1995 INCENTIVE COMPENSATION PLAN
(Full title of the plans)
M. ("Sreeni") Sreenivasan
President and Chief Executive Officer
Synthetech, Inc.
1290 Industrial Way
P.O. Box 646
Albany, Oregon 97321
(541) 967-6575
(Name, address and telephone number, including area code, of
agent for service)
______________________
Copies to:
David R. Clarke J. Sue Morgan
Venture Counsel, P.C. Perkins Coie LLP
1230 SW First Avenue, Suite 250 1201 Third Avenue, Suite 4800
Portland, Oregon 97204-3234 Seattle, Washington 98101-3099
______________________
CALCULATION OF REGISTRATION FEE
-------------------------------
Amount Proposed Proposed Amount
to Be Maximum Maximum of
Title of Securities Registered Offering Aggregate Registration
to Be Registered Price Per Offering Fee
Share Price
------------------- ----------- --------- --------- -------------
Common Stock, par
value $0.001 per
share: (1) (1) (1) (1)
(1) No additional securities are being registered. Registration fees
for the shares available for issuance under the plans were paid
when the original Form S-8 Registration Statement (File No. 033-
64621) was filed with the Securities and Exchange Commission (the
"Commission") on November 29, 1995. Therefore, no further
registration fee is required.
<PAGE>
AMENDMENT OF PRIOR REGISTRATION STATEMENT
The Registrant's Form S-8 Registration Statement filed with the
Commission on November 29, 1995 (File No. 033-64621) is hereby amended
as follows:
(a) up to 56,075 shares available for issuance but not issued or
subject to outstanding options as of June 12, 2000 under the
Registrant's Amended and Restated 1990 Stock Option Plan and its 1995
Incentive Compensation Plan (the "Prior Plans") will no longer be
issued under the Prior Plans but may be issued under the Registrant's
2000 Stock Incentive Plan; and
(b) up to 837,375 shares currently subject to outstanding options
under the Prior Plans that subsequently cease to be subject to such
options (other than by reason of exercise of the options to the extent
they are exercised for vested and nonforfeitable shares) will no
longer be available for issuance under the Prior Plans but will be
available for issuance under the Registrant's 2000 Stock Incentive
Plan.
The Registrant will file a Form S-8 Registration Statement to
register an additional 500,000 shares of its Common Stock that are
also available for issuance under the Registrant's 2000 Stock
Incentive Plan.
The contents of the Form S-8 Registration Statement referred to
above are incorporated by reference into this Amendment No. 1 to such
Registration Statement, except as described herein. Required consents
and signatures are included in this Amendment No. 1.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. EXHIBITS
<TABLE>
<CAPTION>
<S><C> <C>
Exhibit
Number Description
------ -----------
*5.1 Opinion of Venture Counsel P.C. regarding
legality of the Common Stock being registered
23.1 Consent of Arthur Andersen LLP (Independent
Accountants)
23.2 Consent of Venture Counsel P.C.(included in
opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
*99.1 Synthetech, Inc. Amended and Restated 1990
Stock Option Plan
*99.2 Synthetech, Inc. 1995 Incentive
Compensation Plan
</TABLE>
*Previously filed as exhibits to the Form S-8 Registration Statement
filed with the Commission on November 29, 1995 (File No. 033-64621).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing this Post-
Effective Amendment No. 1 to the Form S-8 Registration Statement (File
No. 033-64621) and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Albany, State of Oregon, on the 17th day of August, 2000.
SYNTHETECH, INC.
/s/ M. ("SREENI") SREENIVASAN
By:M. ("Sreeni") Sreenivasan
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below authorizes M.
Sreenivasan and Charles B. Williams, or either of them, as attorneys-
in-fact with full power of substitution, to execute in the name and on
the behalf of each person, individually and each capacity stated
below, and to file any and all amendments to this Post-Effective
Amendment No. 1 to the Form S-8 Registration Statement (File No. 033-
64621).
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Form S-8 Registration Statement
(File No. 033-64621) has been signed by the following persons in the
capacities indicated below on the 17th day of August, 2000.
Signature Title
--------- -----
/s/ M. ("SREENI") SREENIVASAN President, Chief Executive Officer
M. ("Sreeni") Sreenivasan and Director
(Principal Executive Officer)
/s/ CHARLES B. WILLIAMS Vice President of Finance and
Charles B. Williams Administration, Chief Financial
Officer and Director (Principal
Financial and Accounting Officer)
*PAUL C. AHRENS Chairman of the Board
Paul C. Ahrens
*HOWARD L. FARKAS Director
Howard L. Farkas
*EDWARD M. GILES Director
Edward M. Giles
*PAGE E. GOLSAN, III Director
Page E. Golsan, III
*By: /s/ CHARLES B. WILLIAMS Attorney-in-Fact
Charles B. Williams
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit
Number Description
------ -----------
*5.1 Opinion of Venture Counsel P.C. regarding
legality of the Common Stock being
registered
23.1 Consent of Arthur Andersen LLP (Independent
Accountants)
23.2 Consent of Venture Counsel P.C. (included
in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
*99.1 Synthetech, Inc. 2000 Stock Incentive Plan
*99.2 Synthetech, Inc. 2000 Employee Stock
Purchase Plan
</TABLE>
*Previously filed as exhibits to the Form S-8 Registration
Statement filed with the Commission on November 29, 1995 (File No. 033-64621).
