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As filed with the Securities and Exchange Commission on June 25, 1997
Registration No. 333-26041
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PVC CONTAINER CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-26165435
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
401 Industrial Way West 07724
Eatontown, New Jersey (Zip Code)
(Address of Principal Executive Offices)
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EMPLOYEE 1997 INCENTIVE STOCK OPTION PLAN
(Full title of the Plan)
-----------------------
Herbert S. Meeker, Esq.
Baer Marks & Upham LLP
805 Third Avenue
New York, New York 10022
(Name and address of agent for service)
(212) 702-5700
(Telephone number, including area code, of agent for service)
Copies to: Herbert S. Meeker, Esq.
Baer Marks & Upham LLP
805 Third Avenue
New York, New York 10022
(212) 702-5700
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The "Eligibility" section of the Prospectus as filed as part of this
Registration Statement on April 29, 1997 is hereby amended to conform with the
1996 Option Plan as written and approved by the shareholders of the Registrant
on January 16, 1997 to read as follows:
"ELIGIBILITY
Employees (including officers and directors who are employees) of the
Company or its subsidiaries are eligible for the grant of Incentive Options
under the 1996 Option Plan. Options may also be granted to other persons
provided such Options shall be Non-Qualified Options. In the event of Incentive
Options, the aggregate fair market value (determined at the time the option is
granted) of the Common Stock with respect to which Incentive Options become
exercisable for the first time by the Option Holder (i.e. vest) during any
calendar year cannot exceed $100,000. This limit does not apply to Non-Qualified
Options. To the extent an Option that otherwise would be an Incentive Option
exceeds this $100,000 threshold, it will be treated as a Non-Qualified Option."
The Prospectus dated January 16, 1997 as amended is hereby incorporated by
reference.
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Eatontown, New Jersey, on the 9th day of June, 1997.
PVC Container Corporation
By: /s/ Phillip L. Friedman
-------------------------------------
Phillip L. Friedman
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Phillip L. Friedman and John C. D'Avella
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Phillip L. Friedman Chief Executive Officer (principal June 9, 1997
- ---------------------------------------- executive officer) and a Director
Phillip L. Friedman
/s/ William Del Pizzo Vice President and Chief Financial June 9, 1997
- ---------------------------------------- Officer (principal financial officer and
by Phillip L. Friedman, Attorney-in-Fact principal accounting officer)
/s/ John C. D'Avella Executive Vice President, Secretary June 9, 1997
- ---------------------------------------- and a Director
by Phillip L. Friedman, Attorney-in-Fact
/s/ Raymond A. Lancaster Director June 9, 1997
- ----------------------------------------
by Phillip L. Friedman, Attorney-in-Fact
/s/ George R. Begley Director June 9, 1997
- ----------------------------------------
by Phillip L. Friedman, Attorney-in-Fact
/s/ Michael Sherwin Director June 9, 1997
- ----------------------------------------
by Phillip L. Friedman, Attorney-in-Fact
/s/ John F. Turben Director June 9, 1997
- ----------------------------------------
by Phillip L. Friedman, Attorney-in-Fact
</TABLE>
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