<PAGE> 1
As filed with the Securities and Exchange Commission on November 27, 2000
File No. 333-23647
================================================================================
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
----------------------
U. S. CAN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 06-1094196
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
900 Commerce Drive
Oak Brook, Illinois 60523
(Address of Principal Executive Offices) (Zip Code)
1994 STOCK OPTION PLAN OF
U. S. CAN CORPORATION
and
U.S. CAN CORPORATION
EQUITY INCENTIVE PLAN
(Full Title of the Plans)
Steven K. Sims
Vice President, General Counsel and Secretary
U.S. Can Corporation
900 Commerce Drive
Oak Brook, Illinois 60523
(Name and Address of Agent For Service)
(630) 571-2500
(Telephone Number, Including Area Code, of Agent For Service)
----------------------
================================================================================
<PAGE> 2
EXPLANATORY NOTE
The Registrant previously registered 208,153 shares of its common stock,
$0.01 par value per share ("Common Stock"), on Form S-8 (File No. 333-23647)
which was filed with the Securities and Exchange Commission on March 20, 1997.
This Post-Effective Amendment No. 1 is being filed to remove from registration
all shares of Common Stock of U.S. Can Corporation ("U.S. Can") which remain
outstanding at the termination of the offering of such shares under the 1994
Stock Option Plan of U.S. Can Corporation and the U.S. Can Corporation Equity
Incentive Plan. Such offering has been terminated in connection with a
recapitalization of U.S. Can, whereby U.S. Can has merged with Pac Packaging
Acquisition Corporation, with U.S. Can surviving the merger as a privately-held
corporation.
<PAGE> 3
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 Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Oak Brook, State of Illinois, on this 27th day of November, 2000.
U.S. CAN CORPORATION
By: /s/ PAUL W. JONES
-------------------------------------
Paul W. Jones, President,
Chief Executive Officer and Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
respective capacities on this 27th day of November 2000.
Signature Title
/s/ PAUL W. JONES
------------------------------
Paul W. Jones President, Chief Executive Officer and Chairman
/s/ JOHN L. WORKMAN
------------------------------
John L. Workman Executive Vice President, Chief Financial
Officer and Director
/s/ JOHN R. MCGOWAN
------------------------------
John R. McGowan Vice President and Controller
/s/ CARL FERENBACH
------------------------------
Carl Ferenbach Director
/s/ RICHARD K. LUBIN
------------------------------
Richard K. Lubin Director
/s/ RICARDO POMA
------------------------------
Ricardo Poma Director
/s/ FRANCISCO A. SOLER
------------------------------
Francisco A. Soler Director
/s/ LOUIS B. SUSMAN
------------------------------
Louis B. Susman Director
