<PAGE>
As filed with the Securities and Exchange Commission on September 27, 2000
Registration No. 33-23005
--------------------------------------------------------------------------------
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
----------------------
UTILX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 91-1171716
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
22820 Russell Road
P.O. Box 97009
Kent, Washington 98064-9709
(253) 395-0200
(Address, including zip code, and telephone number, including area code of
principal executive offices)
1984 RESTATED STOCK OPTION PLAN
1984 RESTATED NONQUALIFIED STOCK OPTION PLAN
1987 RESTATED STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
(Full title of the plans)
WILLIAM M. WEISFIELD
Chief Executive Officer and President
UTILX Corporation
22820 Russell Road
P.O. Box 97009
Kent, Washington 98064-9709
(253) 395-0200
(Name, address and telephone number, including area code, of agent for service)
----------------------
Copies to:
ANDREW BOR
Perkins Coie LLP
1201 Third Avenue, Suite 4800
Seattle, Washington 98101-3099
(206) 583-8888
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Proposed
Proposed Maximum Maximum
Title of Securities Amount to Be Offering Price Aggregate Amount of
To Be Registered Registered(1) Per Share Offering Price Registration Fee
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share, subject to options
under the 1984 Restated Stock
Option Plan, the 1984 Restated $________ $_________ $________
Nonqualified Stock Option Plan
and the 1987 Restated Stock
Option Plan for Nonemployee
Directors:
-----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share, not subject to outstanding
options under the 1984 Restated $________ $_________ $________
Stock Option Plan, the 1984
Restated Nonqualified Stock Option
Plan and the 1987 Restated Stock
Option Plan for Nonemployee Directors:
-----------------------------------------------------------------------------------------------------------------
TOTAL: __ $_________ $________
=================================================================================================================
</TABLE>
(1) All shares subject to outstanding options granted under the 1984 Restated
Stock Option Plan, the 1984 Restated Nonqualified Stock Option Plan and the
1987 Restated Stock Option Plan for Nonemployee Directors are being
deregistered in accordance with this Post-Effective Amendment No. 1.
<PAGE>
DEREGISTRATION OF SECURITIES
Pursuant to the Registration Statement on Form S-8, Registration Number
33-23005 (the "Registration Statement"), filed on July 12, 1988, to which this
Post-Effective Amendment No. 1 relates, UTILX Corporation (the "Registrant")
registered an aggregate of 1,120,000 shares of Common Stock (including an
indeterminate number of additional shares that may be necessary to adjust the
number of shares authorized under an option plan as the result of any stock
split, stock dividend or similar adjustment of the outstanding Common Stock)
authorized for issuance under the 1984 Restated Stock Option Plan, the 1984
Restated Nonqualified Stock Option Plan and the 1987 Restated Stock Option Plan
for Nonemployee Directors (the "Plans").
On September 15, 2000, the Registrant merged into a subsidiary of
InfrastruX Group, Inc., a Washington corporation ("InfrastruX Group"), pursuant
to an Agreement and Plan of Merger by and among InfrastruX Group, Inc.,
InfrastruX Acquisition, Inc., a Delaware corporation and a wholly owned
subsidiary of InfrastruX Group, and the Registrant, dated as of June 28, 2000
(the "Merger Agreement"). Pursuant to the Merger Agreement, each outstanding
option that was issued under the Plans was canceled immediately prior to the
effectiveness of the merger, and each optionholder became entitled to the right
to receive a cash payment for each canceled option as set forth in the Merger
Agreement, subject to withholding of applicable taxes. In addition, pursuant to
the Merger Agreement, the Registrant may not make additional grants under the
Plans and has terminated any offering of securities pursuant to the Plans.
This Post-Effective Amendment No. 1 deregisters all shares previously
authorized for issuance under the Plans and registered on the Registration
Statement.
<PAGE>
SIGNATURES
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 Post-Effective Amendment No. 1 to Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kent, State of
washington, on the 27th day of September, 2000.
UTILX CORPORATION
By: /s/ William M. Weisfield
---------------------------------
William M. Weisfield
Chief Executive Officer and President
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes John
Durbin and Stephen McKeon, or either of them, as attorneys-in-fact with full
power of substitution, to execute in the name and on the behalf of each person,
individually and in each capacity stated below, and to file, any and all
amendments to this Post-Effective Amendment No. 1 to the Registration Statement,
including any and all post-effective amendments.
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 indicated below on the 27th day of
September, 2000.
Signature Title
--------- -----
/s/ William M. Weisfield Chief Executive Officer, President and Director
----------------------------- (Principal Executive Officer)
William M. Weisfield
/s/ Phyllis A. Boyd Chief Accounting Officer and Controller
----------------------------- (Principal Financial and Accounting Officer)
Phyllis A. Boyd
Director
-----------------------------
Douglas P. Beighle
/s/ Stanley J. Bright Director
-----------------------------
Stanley J. Bright
/s/ John D. Durbin Director
-----------------------------
John D. Durbin
Director
-----------------------------
John W. Ellis
/s/ Robert P. Gannon Director
-----------------------------
Robert P. Gannon
Director
-----------------------------
Richard L. Hawley
<PAGE>
/s/ Walter M. Higgins Director
-----------------------------
Walter M. Higgins
/s/ Stephen A. McKeon Director
-----------------------------
Stephen A. McKeon
