<PAGE> 1
As filed with the Securities and Exchange Commission on October 4, 1996
Registration No. 33-26995
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LANDMARK GRAPHICS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 76-0029459
(State of Organization) (I.R.S. Employer Identification No.)
15150 MEMORIAL DRIVE, HOUSTON, TEXAS 77079
(Address of principal executive offices) (zip code)
THE LANDMARK GRAPHICS CORPORATION
ORIGINAL INCENTIVE STOCK OPTION PLAN
AND
THE LANDMARK GRAPHICS CORPORATION
1984 INCENTIVE STOCK OPTION PLAN
AND
THE LANDMARK GRAPHICS CORPORATION
1985 INCENTIVE STOCK OPTION PLAN
AND
THE LANDMARK GRAPHICS CORPORATION
NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
PATTI L. MASSARO, ESQ.
GENERAL COUNSEL
15150 MEMORIAL DRIVE
HOUSTON, TEXAS 77079
(Name and address of agent for service)
(713) 560-1000
(Telephone number, including area code, of agent for service)
Copies to:
ROBERT E. CRAWFORD, JR., ESQ.
WINSTEAD SECHREST & MINICK P.C.
1201 ELM STREET
5400 RENAISSANCE TOWER
DALLAS, TEXAS 75270
-------------------
<PAGE> 2
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to the Registration Statement on
Form S-8 is being filed in order to deregister all securities remaining unsold
under that certain Registration Statement on Form S-8 (Registration No.
33-26995) which was filed on April 22, 1991.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 3 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on October 4, 1996.
LANDMARK GRAPHICS CORPORATION
By: /s/ Robert P. Peebler
-------------------------------------
Robert P. Peebler
President and Chief Executive Officer
<PAGE> 4
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature and Title Date
------------------- ----
/s/ Robert P. Peebler October 4, 1996
------------------------------------
Robert P. Peebler
Director, President, and Chief
Executive Officer (Principal
Executive Officer)
/s/ William H. Seippel* October 4, 1996
------------------------------------
William H. Seippel
Vice President, Finance and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
/s/ Sam K. Smith* October 4, 1996
-----------------------------------
Sam K. Smith
Chairman of the Board
/s/ Lucio Lanza* October 4, 1996
-----------------------------------
Lucio Lanza
Director
/s/ James A. Downing, II* October 4, 1996
-----------------------------------
James A. Downing, II
Director
/s/ Charles L. Blackburn* October 4, 1996
-----------------------------------
Charles L. Blackburn
Director
/s/ Theodore Levitt* October 4, 1996
-----------------------------------
Theodore Levitt
Director
*By: Robert P. Peebler, attorney-in-fact.