<PAGE>
As filed with the Securities and Exchange Commission on March 22, 1996
Registration No. 33-22565
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------------------
MID ATLANTIC MEDICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1481661
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4 Taft Court
Rockville, Maryland 20850
(Address of principal executive offices) (zip code)
1985 INCENTIVE STOCK OPTION PLAN
1988 NON-QUALIFIED STOCK OPTION PLAN
(Full title of plan)
Joseph L. Guarriello
Mid Atlantic Medical Services, Inc.
4 Taft Court
Rockville, Maryland 20850
(Name and address of agent for service)
(301) 251-4075
(Telephone number of agent for service)
Copy to:
Cary J. Meer, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Second Floor
Washington, D.C. 20036-1800
The Registrant hereby removes from registration 12,423 shares of
its common stock ("Shares") that were registered with respect to its 1985
Incentive Stock Option Plan ("Plan").
- 1 -
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The Registrant initially registered 330,267 Shares with respect
to the Plan. As a result of certain stock dividends with respect to the
Common Stock, 3,963,207 Shares were available to be issued under the Plan
(which Shares were automatically registered under SEC Rule 416) and
3,950,784 Shares were issued before the Plan expired on February 6, 1995.
- 2 -
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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 of the requirements for filing on Form S-8 and
has duly caused this Post-Effective Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rockville, State of Maryland, on this 11th day
of March, 1996.
MID ATLANTIC MEDICAL SERVICES, INC.
By: /s/ George T. Jochum
------------------------
George T. Jochum,
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John L. Child Director March 11, 1996
----------------------------
John L. Child
/s/ John H. Cook, III Director March 11, 1996
----------------------------
John H. Cook, III, M.D.
/s/ Peter L. Flaherty, Jr. Director March 11, 1996
----------------------------
Peter L. Flaherty, Jr., M.D.
/s/ Robert E. Foss Executive Vice President and March 11, 1996
---------------------------- Chief Financial Officer
Robert E. Foss (Principal Financial Officer)
/s/ Walter Girardin Director March 11, 1996
----------------------------
Walter Girardin
<PAGE>
/s/ Mark D. Groban Director March 11, 1996
----------------------------
Mark D. Groban, M.D.
/s/ Donald R. Hammett Director March 11, 1996
----------------------------
Donald R. Hammett
/s/ George T. Jochum Director, Chairman, President March 11, 1996
---------------------------- and Chief Executive Officer
George T. Jochum (Principal Executive Officer)
/s/ William M. Mayer Director March 11, 1996
----------------------------
William M. Mayer, M.D.
/s/ Creighton R. Schneck Director March 11, 1996
----------------------------
Creighton R. Schneck
/s/ Stanley F. Smith
---------------------------- Director March 11, 1996
Stanley F. Smith, R.Ph.
/s/ Alfred Talamantes Director and Chief Operating March 11, 1996
---------------------------- Officer
Alfred Talamantes
/s/ James A. Wild Director March 11, 1996
----------------------------
James A. Wild
/s/ Mary E. Shocklee Controller (Principal March 11, 1996
---------------------------- Accounting Officer)
Mary E. Shocklee
</TABLE>
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