As filed with the Securities and Exchange Commission on October 13, 1999
Registration No. 33-62374
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPS TRANSACTION SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 36-3798295
(State of incorporation) (I.R.S. Employer
Identification No.)
2500 Lake Cook Road, Riverwoods, Illinois 60015
(Address of principal executive offices)
MORGAN STANLEY DEAN WITTER & CO.
(EXACT NAME OF CO-REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 36-3145972
(State of incorporation) (I.R.S. Employer
Identification No.)
1585 Broadway, New York, New York 10036
(Address of principal executive offices)
SPS TRANSACTION SERVICES, INC. START PLAN
(SAVING TODAY AFFORDS RETIREMENT TOMORROW)
(FORMERLY KNOWN AS THE SPS TRANSACTION SERVICES, INC.
EMPLOYEE RETIREMENT INVESTMENT PLAN)
(Full title of the plan)
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<S> <C>
Michael J. Hartigan, Esq. Michael H. Stone, Esq.
Secretary Executive Vice President, Interim Acting Chief
SPS Transaction Services, Inc. Legal Officer and Secretary
2500 Lake Cook Road Morgan Stanley Dean Witter & Co.
Riverwoods, Illinois 60015 1585 Broadway
(847) 405-0900 New York, New York 10036
(212) 761-4000
(Name, address and telephone number of agent for service (Name, address and telephone number of agent for service for
for SPS Transaction Services, Inc. and the plan) Morgan Stanley Dean Witter & Co.)
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Copies to:
Joseph W. Armbrust, Esq.
Brown & Wood LLP
One World Trade Center
New York, NY 10048
<PAGE>
This Post-Effective Amendment No. 1 is being filed to deregister all
remaining shares of Common Stock, par value $.01 per share ("Common Stock"), of
Morgan Stanley Dean Witter & Co., a Delaware corporation (the "Co-Registrant"),
originally registered with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, on a Registration
Statement on Form S-8, Registration No. 33-62374, filed with the Commission on
May 19, 1993, with respect to the SPS Transaction Services, Inc. START Plan
(Saving Today Affords Retirement Tomorrow) (formerly known as the SPS
Transaction Services, Inc. Employee Retirement Investment Plan). The shares of
Common Stock of SPS Transaction Services, Inc. also registered on Form S-8,
Registration No. 33-62374, were previously exhausted.
<PAGE>
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 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 Village of
Riverwoods, State of Illinois, on this 13th day of October, 1999.
SPS TRANSACTION SERVICES, INC.
By: /s/ MICHAEL J. HARTIGAN
----------------------------------------
Name: Michael J. Hartigan
Title: Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities indicated on this 13th
day of October, 1999.
SIGNATURE TITLE
- --------- ------
THOMAS C. SCHNEIDER* Chairman of the Board, President and Chief
- ------------------------------- Financial Officer (Principal Executive,
Thomas C. Schneider Financial and Accounting Officer)
PHILIP J. PURCELL* Director
- -------------------------------
Philip J. Purcell
*By: /s/ MICHAEL J. HARTIGAN
--------------------------
Michael J. Hartigan, as Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Co-registrant certifies that it has reasonable grounds to believe that it
meets all 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 New York, New York, on
this 13th day of October, 1999.
MORGAN STANLEY DEAN WITTER & CO.
By: /s/ PHILIP J. PURCELL
------------------------------
Philip J. Purcell
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities indicated on this 13th
day of October, 1999.
SIGNATURE TITLE
- --------- ------
/s/ PHILIP J. PURCELL Chairman of the Board and Chief
- ------------------------------------ Executive Officer
Philip J. Purcell
/s/ JOHN J. MACK President, Chief Operating
- ------------------------------------ Officer and Director
John J. Mack
/s/ ROBERT G. SCOTT Executive Vice President and
- ------------------------------------ Chief Financial Officer
Robert G. Scott (Principal Financial Officer)
/s/ JOANNE PACE Controller
- ------------------------------------ (Principal Accounting Officer)
Joanne Pace
/s/ ROBERT P. BAUMAN Director
- ------------------------------------
Robert P. Bauman
/s/ EDWARD A. BRENNAN Director
- ------------------------------------
Edward A. Brennan
/s/ DIANA D. BROOKS Director
- ------------------------------------
Diana D. Brooks
/s/ DANIEL B. BURKE Director
- ------------------------------------
Daniel B. Burke
/s/ C. ROBERT KIDDER Director
- ------------------------------------
C. Robert Kidder
/s/ CHARLES F. KNIGHT Director
- ------------------------------------
Charles F. Knight
/s/ MILES L. MARSH Director
- ------------------------------------
Miles L. Marsh
/s/ MICHAEL A. MILES Director
- ------------------------------------
Michael A. Miles
/s/ ALLEN E. MURRAY Director
- ------------------------------------
Allen E. Murray
/s/ CLARENCE B. ROGERS, JR. Director
- ------------------------------------
Clarence B. Rogers, Jr.
/s/ LAURA D'ANDREA TYSON Director
- ------------------------------------
Laura D'Andrea Tyson
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, as
amended, the administrator of the SPS Transaction Services, Inc. START Plan
(Saving Today Affords Retirement Tomorrow) (formerly known as the SPS
Transaction Services, Inc. Employee Retirement Investment Plan) has duly caused
this Post-Effective Amendment No. 1 to the Registration Statement to be signed
on the Plan's behalf by the undersigned, thereunto duly authorized, in the
Village of Riverwoods, State of Illinois, on this 13th day of October, 1999.
SPS Transaction Services, Inc. START Plan
(Saving Today Affords Retirement Tomorrow)
(formerly known as SPS Transaction Services,
Inc. Employee Retirement Investment Plan)
By: SPS Transaction Services, Inc.
Plan Administrator
By: /s/ MICHAEL J. HARTIGAN
-----------------------------------------
Name: Michael J. Hartigan
Title: Secretary
