As filed with the Securities and Exchange Commission on February 11, 1997
Registration No. 33-320557
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
INTERNATIONAL POST LIMITED
(Exact name of registrant as specified in its charter)
Delaware 13-3735647
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
545 Fifth Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
COMMON STOCK ISSUABLE UNDER
THE INTERNATIONAL POST LIMITED 1993 LONG TERM INCENTIVE PLAN,
THE INTERNATIONAL POST LIMITED RESTRICTED SHARE PLAN FOR
DIRECTORS AND
VARIOUS STOCK OPTION AGREEMENTS
(Full title of the Plan)
Martin Irwin With a copy Gerald Adler, Esq.
President and Chief Executive Officer to: Shereff, Friedman, Hoffman
International Post Limited & Goodman, LLP
545 Fifth Avenue 919 Third Avenue
New York, New York 10017 New York, New York 10022
(212) 986-6300 (212) 758-9500
(Name, address and telephone number,
including area code, of agents for service)
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 8. Exhibits
--------
The following exhibit is filed as part of this Post-Effective
Amendment No. 1 to the Registration Statement:
Exhibit
Number Description
------- ----------------------------------------------------
5 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP
2
<PAGE>
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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on this 11th day of February, 1997.
INTERNATIONAL POST LIMITED
By: /S/ JEFFREY J. KAPLAN
----------------------
Jeffrey J. Kaplan
Executive Vice President and
Chief Financial Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Name and Signature Title Date
- ----------------------- -------------------------- -----------------
President, Chief Executive February 11, 1997
* Officer and Director
- ----------------------- (Principal Executive Officer)
Martin Irwin
Executive Vice President, February 11, 1997
Chief Financial Officer
/S/ JEFFREY J. KAPLAN and Director
- ----------------------- (Principal Financial Officer)
Jeffrey J. Kaplan
Vice President, Treasurer February 11, 1997
* and Secretary
- ----------------------- (Principal Accounting Officer)
Gary R. Strack
* Director February 11, 1997
- -----------------------
Robert H. Alter
* Director February 11, 1997
- -----------------------
Julius Barnathan
* Director February 11, 1997
- -----------------------
Terrence A. Elkes
* Director February 11, 1997
- -----------------------
Kenneth F. Gorman
* Director February 11, 1997
- -----------------------
Louis H. Siracusano
*By: /S/ JEFFREY J. KAPLAN
---------------------
Jeffrey J. Kaplan
Attorney in Fact
<PAGE>
INTERNATIONAL POST LIMITED
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
EXHIBIT INDEX
-------------
Exhibit
-------
5 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP
EXHIBIT 5
<PAGE>
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022-9998
January 28, 1997
International Post Limited
545 Fifth Avenue
New York, New York 10017
Dear Sirs:
International Post Limited, a Delaware corporation (the "Company"),
intends to transmit for filing with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement"), relating to 600,000 shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), which are issuable
under the Company's 1993 Long-Term Incentive Plan (the "Plan"), 37,000 shares of
Common Stock, which are issuable under the Company's Restricted Share Plan for
Directors (the "Director Plan") and 241,818 shares of Common Stock
(collectively, the "Shares"), which are issuable pursuant to the terms of the
stock options relating thereto (the "Stock Options"). This opinion is an exhibit
to the Registration Statement.
We have acted as counsel to the Company in connection with the proposed
offer and sale of the Shares as contemplated by the Registration Statement.
However, we are not general counsel to the Company and would not ordinarily be
familiar with or aware of matters relating to the Company unless they are
brought to our attention by representatives of the Company.
We have examined copies (in each case signed, certified or otherwise
proved to our satisfaction) of the Company's Certificate of Incorporation, its
By-Laws as presently in effect, minutes and other instruments evidencing actions
taken by its directors and stockholders, and such other documents and
instruments relating to the Company and the proposed offering as we have deemed
necessary under the circumstances. In our examination of all such agreements,
documents, certificates and instruments, we have assumed the genuineness of all
signatures and the authenticity of all agreements, documents, certificates and
instruments submitted to us as originals and the conformity with the originals
of all agreements, instruments, documents and certificates submitted to us as
copies. Insofar as this opinion relates to securities to be issued in the
future, we have assumed that all applicable laws, rules and regulations in
effect at the time of such issuance are the same as such laws, rules and
regulations in effect as of the date hereof.
<PAGE>
We note that we are members of the Bar of the State of New York and
that we are not admitted to the Bar of any other state. Insofar as this opinion
may involve the laws of the State of Delaware, our opinion is based solely upon
our reading of the Delaware General Corporation Law as reported in the
Prentice-Hall Corporation Law Service.
Based on the foregoing, and subject to and in reliance on the accuracy
and completeness of the information relevant thereto provided to us, it is our
opinion that:
1. The Company has been duly incorporated under the laws
of the State of Delaware and has an authorized
capital stock consisting of 15,000,000 shares of
Common Stock and 3,000,000 shares of preferred stock,
par value $.01 per share.
2. The Shares to be issued (i) upon the exercise of
options issued pursuant to the Plan, (ii) as awards
of restricted shares pursuant to the Plan, and (iii)
in settlement of stock appreciation rights issued
under the Plan have been duly authorized, and
(subject to the effectiveness of the Registration
Statement and compliance with applicable state
securities laws), when issued and paid for in
accordance with the terms of the Plan, will be
legally and validly issued, fully paid and
non-assessable.
3. The Shares to be issued as awards of restricted
shares pursuant to the Director Plan have been duly
authorized, and (subject to the effectiveness of the
Registration Statement and compliance with applicable
state securities laws), when issued and paid for in
accordance with the terms of the Director Plan will
be legally and validly issued, fully paid and
non-assessable.
4. The Shares to be issued to the holders of the Stock
Options pursuant to the terms of the Stock Options
have been duly authorized, and (subject to the
effectiveness of the Registration Statement and
compliance with applicable state securities laws),
when issued and paid for in accordance with the terms
of the Stock Options will be legally and validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to any filing made by the Company under
the securities or "Blue Sky" laws of any state.
<PAGE>
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purposes, except as expressly provided in the
preceding paragraph.
Very truly yours,
/S/ SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
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SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
