As filed with the Securities and Exchange Commission on
December 17 , 1996
Registration No. 333-14749
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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
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SOLA INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3189941
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
2420 Sand Hill Road
Menlo Park, California 94025
(Address of principal executive offices, including zip code)
SOLA INTERNATIONAL INC. STOCK OPTION PLAN
SOLA INVESTORS INC. STOCK OPTION PLAN
(as assumed by Sola International Inc.)
(Full title of the plans)
John E. Heine
SOLA INTERNATIONAL INC.
2420 Sand Hill Road
Menlo Park, California 94025
(415) 324-6868
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed
Maximum Proposed
Title of Amount to offering Maximum Amount of
Securities to be be price per aggregate registration
registered registered share offering price fee
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 500,000(1) $36.0625(2) $18,031,250(2) $5,465(2)(3)
($.01 par value)
</TABLE>
- -----------------------------------------------------------------
(1) Plus such additional shares as may be made available in
order to adjust to a change in capitalization.
(2) Estimated pursuant to Rules 457(c) and (h) solely for
purposes of calculating the amount of the registration fee.
The proposed maximum offering price per share is based upon
a price of $36.0625 per share, the average of the high and
low sales prices for the Company's common stock on October
22, 1996.
(3) Previously paid on October 24, 1996.
This Amendment No. 1 to the Registration Statement on Form S-
8 is being filed solely to amend the signature page. The
Registration Statement on Form S-8 (File No. 333-14749) is
incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Company 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
the City of Menlo Park, State of California, on December
17 , 1996.
SOLA INTERNATIONAL INC.
By:/s/ Ian S. Gillies
------------------------
Ian S. Gillies
Vice President, Administration,
Chief Financial Officer,
Secretary and Treasurer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
Signature Title Date
- ---------- ----- -----
* Chairman of the Board December 17, 1996
- -----------------
Irving S. Shapiro
* President and Chief December 17, 1996
- ----------------- Executive Officer
John E. Heine (Principal Executive
Officer), Director
/s/ Ian S. Gillies Vice President, December 17, 1996
- ------------------ Administration,
Ian S. Gillies Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and
Accounting Officer)
* Director December 17, 1996
- -------------------
Douglas D. Danforth
* Director December 17, 1996
- -------------------
Hamish Maxwell
* Director December 17, 1996
- -------------------
Ruben F. Mettler
* Director December 17, 1996
- -------------------
Jackson L. Schultz
* By: /s/ Ian S. Gillies December 17, 1996
-------------------
Ian S. Gillies
Attorney-in-Fact