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As filed with the Securities and Exchange Commission on August 2, 2000
Registration No. 333-72183
Registration No. 333-72181
Registration No. 333-72179
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.1
TO
FORMS S-8
REGISTRATION STATEMENTS UNDER
THE SECURITIES ACT OF 1933
PRODIGY COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
04-3323363
(I.R.S. Employer Identification No.)
44 SOUTH BROADWAY, WHITE PLAINS, NEW YORK 10601
(Address of Principal Executive Offices) (Zip Code)
1996 STOCK OPTION PLAN
1999 OUTSIDE DIRECTOR STOCK OPTION PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
CHARLES J. ROESSLEIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PRODIGY COMMUNICATIONS CORPORATION
44 SOUTH BROADWAY
WHITE PLAINS, NEW YORK 10601
(Name and Address of Agent for Service)
(914) 448-8000
(Telephone Number, Including Area Code, of Agent For Service)
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DEREGISTRATION OF SECURITIES
Pursuant to a Registration Statement on Form S-8 (File No. 333-72183),
a Registration Statement on Form S-8 (File No. 333-72181) and a Registration
Statement on Form S-8 (File No. 333-72179), Prodigy Communications Corporation
registered shares of Prodigy common stock, $.01 par value per share, under the
Securities Act of 1933, as amended, for offer and issuance under Prodigy's 1996
Stock Option Plan, 1999 Outside Director Stock Option Plan and 1999 Employee
Stock Purchase Plan, respectively (collectively, the "Plans").
On May 31, 2000, Prodigy and SBC Communications Inc. completed the
transactions described in Prodigy's Current Reports on Form 8-K filed on
December 2, 1999 and on June 14, 2000. A more complete description of the
transactions is contained in Prodigy's proxy statement dated May 5, 2000. At
the closing of the SBC transaction, Prodigy filed its Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware pursuant to
which each share of Prodigy common stock was reclassified into Prodigy Class A
common stock, $.01 par value per share.
Therefore, in accordance with Prodigy's undertaking in each such
Registration Statement on Form S-8 to remove from registration any of the
securities which remain unsold at the termination of each such offering, Prodigy
is filing this Post-Effective Amendment No.1 to the Registration Statements to
remove from registration all shares of Prodigy common stock which remain unsold
under the Plans.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as
amended, and Rule 478 promulgated thereunder, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Forms S-8 and has duly caused this Post-Effective Amendment No.1 to
the Registration Statements to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of White Plains, New York, on this 28th
day of July, 2000.
PRODIGY COMMUNICATIONS CORPORATION
By: /s/ Charles J. Roesslein
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Charles J. Roesslein
President and Chief
Executive Officer
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