PLY GEM INDUSTRIES INC
S-8 POS, 1997-09-09
MILLWOOD, VENEER, PLYWOOD, & STRUCTURAL WOOD MEMBERS
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<PAGE>   1
   As filed with the Securities and Exchange Commission on September 8, 1997

                                                                File No. 2-84279
================================================================================

                       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


                           --------------------------

                            PLY GEM INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


        DELAWARE                                             11-1727150
 (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                        Identification No.)




                      EXECUTIVE INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)
                          -------------------------


                                777 THIRD AVENUE
                            NEW YORK, NEW YORK 10017
          (Address of principal executive offices, including zip code)

                           -------------------------

                              Mr. Richard L. Bready
                            Ply Gem Industries, Inc.
                                777 Third Avenue
                            New York, New York 10017
                                 (212) 832-1550

                                    copy to:
                             Douglass N. Ellis, Jr.
                                  Ropes & Gray
                             One International Place
                           Boston, Massachusetts 02110

                            -------------------------
 (Name, Address and Telephone Number, including Area Code, of Agent for Service)

================================================================================


<PAGE>   2



     Pursuant to Rule 478(a)(4) under the Securities Act of 1933, the Registrant
hereby withdraws from registration under this Registration Statement any and all
shares of Common Stock originally registered hereunder which have not been
issued. The Executive Incentive Stock Option Plan, pursuant to which the shares
would have been issued, has either expired by its terms or been terminated and
no additional shares may be sold under the Plan.

                                    SIGNATURE

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to Registration Statement on
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Providence, State of Rhode Island.

                                      PLY GEM INDUSTRIES, INC.



                                      BY: /s/ RICHARD L. BREADY
                                          ----------------------------------
                                          Richard L. Bready
                                          President

Dated:  September 8, 1997


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