As filed with the Securities and Exchange Commission on June 10, 1996
Registration No. 33-47188
______________________________________________________________________
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
-------------------
MARK VII, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 43-1074964
_________________________________ ___________________
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
965 Ridge Lake Boulevard, Suite 103
Memphis, Tennessee 38120
___________________________________________________
(Address of Principal Executive Offices) (Zip Code)
MARK VII, INC.
AMENDED AND RESTATED 1986 INCENTIVE STOCK OPTION PLAN
______________________________________________________
(Full title of the plan)
Carol L. Clement
Mark VII, Inc.
965 Ridge Lake Boulevard, Suite 103
Memphis, Tennessee 38120
_______________________________________
(Name and address of agent for service)
(901) 767-4455
_____________________________________________________________
(Telephone number, including area code, of agent for service)
Copy to:
Randall S. Sunberg, Esq.
Shook, Hardy & Bacon L.L.P..
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105-2118
EXPLANATORY NOTE
This Registration Statement relates to the adoption by Mark VII,
Inc., a Delaware corporation (the "Company"), of the Registration
Statement on Form S-8 (File No. 33-47188) of Mark VII, Inc., formerly a
Missouri corporation ("Mark VII Missouri"), filed with the Securities
and Exchange Commission (the "Commission") on May 22, 1992 (the
"Registration Statement"). On May 23, 1996, Mark VII Missouri was
merged with and into the Company, with the Company as the surviving
entity. Pursuant to Rule 414 under the Securities Act of 1933 (the
"Act"), the Company hereby adopts the Registration Statement as its own
registration statement for all purposes of the Act and the Securities
Exchange Act of 1934.
SIGNATURES
THE REGISTRANT. 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 Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tuscaloosa, State of Alabama on May 23, 1996.
MARK VII, INC.
By: /s/ R. C. Matney
____________________________________
R. C. Matney,
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ R. C. Matney Chairman of the Board, President May 23, 1996
- ---------------- Chief Executive Officer and
R.C. Matney Director (Principal Executive
Officer)
/s/ J.Michael Head Executive Vice President, Chief May 23, 1996
- ------------------ Financial Officer, Treasurer
J. Michael Head and Director (Principal
Financial and Accounting Officer)
/s/ James T. Graves Secretary, Vice Chairman, May 23, 1996
- ------------------- General Counsel and Director
James T. Graves
/s/ David H. Wedaman Executive Vice President, Chief May 23, 1996
- -------------------- Operating Officer and Director
David H. Wedaman
/s/ Douglas Wm. List Director May 23, 1996
- --------------------
Douglass Wm. List
/s/ William E. Greenwood Director May 23, 1996
- ------------------------
William E. Greenwood
/s/ Jay U. Sterling Director May 23, 1996
- -------------------
Jay U. Sterling
/s/ Thomas J. Fitzgerald Director May 23, 1996
- ------------------------
Thomas J. Fitzgerald
