<PAGE>
As filed with the Securities and Exchange Commission on February 2, 1999
Registration No. 333-46903
================================================================================
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
---------
TOTAL CONTROL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
ILLINOIS 36-3209178
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2001 NORTH JANICE AVENUE
MELROSE PARK, ILLINOIS 60160
(708) 345-5500
(Address and telephone number of principal executive offices)
TOTAL CONTROL PRODUCTS, INC. 1996 STOCK OPTION PLAN
1996 NON-EMPLOYEE DIRECTOR'S STOCK OPTION PLAN
1993 STOCK OPTION PLAN
(Full title of the plans)
NICHOLAS T. GIHL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TOTAL CONTROL PRODUCTS, INC.
2001 NORTH JANICE AVENUE
MELROSE PARK, ILLINOIS 60160
(708) 345-5500
(Name, address and telephone number of agent for service)
----------------
Copy to:
MARK S. ALBERT, ESQ.
D'ANCONA & PFLAUM LLC
111 EAST WACKER DRIVE
SUITE 2800
CHICAGO, ILLINOIS 60601
(312) 602-2000
================================================================================
<PAGE>
This Registration Statement No. 333-46903 (the "Registration Statement")
registered shares of common stock, no par value per share, (the "Common Stock"),
of Total Control Products, Inc. (the "Registrant") to be issued upon the
exercise of certain options under the Registrant's 1996 Stock Option Plan, 1996
Non-Employee Director Stock Option Plan and its 1993 Stock Option Plan
(collectively, the "Plans").
On January 5, 1999, Orion Merger Corp., a wholly owned subsidiary of GE
Fanuc Automation North America, Inc., and an indirect majority owned subsidiary
of General Electric Company, accepted for payment approximately ninety-eight
percent (98%) of the outstanding Common Stock of the Registrant pursuant to a
tender offer. Upon the acceptance for payment of such shares pursuant to the
tender offer, all outstanding offers to purchase Common Stock were cancelled and
each of the Plans was terminated. As a result of the consummation of the tender
offer, the cancellation of the outstanding options and the termination of the
Plans, the Registrant hereby amends the Registration Statement to remove the
Common Stock from registration under the Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 Chicago, State of Illinois, on the 29th day of
January, 1999.
TOTAL CONTROL PRODUCTS, INC.
AN ILLINOIS CORPORATION
By: /s/ PETER A. NICHOLSON
-----------------------------------------
Peter A. Nicholson
Senior Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities indicated on January 29, 1999.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---------------------------------------------------------------------------
<S> <C> <C>
/s/ NICHOLAS T. GIHL Chairman, President, Chief
- ------------------------- Executive Officer and January 29, 1999
Nicholas T. Gihl Director (Principal Executive
Officer)
/s/ PETER A. NICHOLSON Senior Vice President and
- ------------------------- Chief Financial Officer January 29, 1999
Peter Nicholson (Principal Financial and
Accounting Officer)
*
- ------------------------- Chairman Emeritus and January 29, 1999
Julius J. Sparacino Director
*
- ------------------------- Director January 29, 1999
A.B. Siemer
*
- ------------------------- Director January 29, 1999
Donald Kramer
/s/ THOMAS M. CRUZ
- ------------------------- Director January 29, 1999
Thomas M. Cruz
- ------------------------- Director January , 1999
Lawrence A. Sollecito
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ JOHN C. KROON
- ---------------------------- Director January 29, 1999
John C. Kroon
- ---------------------------- Director January , 1999
Vincent L. Tullo
- ---------------------------- Director January , 1999
Joseph M. Hogan
- ---------------------------- Director January , 1999
Larry E. Pearson
*By: /s/ PETER A. NICHOLSON
----------------------------------------
Peter A. Nicholson
As Attorney-in-Fact
</TABLE>
