LANDMARK GRAPHICS CORP
S-8 POS, 1996-10-04
COMPUTER INTEGRATED SYSTEMS DESIGN
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<PAGE>   1
As filed with the Securities and Exchange Commission on October 4, 1996
                                                       Registration No. 33-44216
- --------------------------------------------------------------------------------

                       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

                        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)

                      1987 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. 1 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.
33-44216) which was filed on November 27, 1991.
<PAGE>   3
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 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. 1 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.


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