<PAGE>
As filed with the Securities and Exchange Commission on April 2, 1999
Registration No. 333-16639
================================================================================
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
__________________
SCP Pool Corporation
(Exact name of registrant as specified in its charter)
__________________
Delaware 36-3943363
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
109 Northpark Boulevard
Covington, Louisiana 70433-5001
(Address, including zip code of registrant's principal executive offices)
__________________
SCP Pool Corporation
1995 Stock Option Plan
(Full title of the plan)
__________________
Craig K. Hubbard
SCP Pool Corporation
109 Northpark Boulevard
Covington, Louisiana 70433-5001
Telephone: (504) 892-5521
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Stephen L. Ritchie
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
Telephone: (312) 861-2000
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
As originally filed on November 22, 1996, this Registration Statement
registered 900,000 shares (as adjusted for two 3-for-2 stock splits in September
1997 and July 1998) of Common Stock of SCP Pool Corporation (the "Company")
which had been approved for issuance under the Company's 1995 Stock Option Plan
(the "1995 Stock Option Plan"). Subsequently, the Company approved the SCP Pool
Corporation 1998 Stock Option Plan (the "1998 Stock Option Plan"), with the
understanding that shares remaining available for issuance pursuant to the 1995
Stock Option Plan would be issued instead pursuant to the 1998 Stock Option
Plan.
Accordingly, this Post-Effective Amendment is being filed to de-register
332,173 shares previously registered for issuance pursuant to the 1995 Stock
Option Plan. The 332,173 shares shall be registered under a Registration
Statement on Form S-8 being filed by the Company for shares issuable under the
1998 Stock Option Plan.
1
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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 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 Covington, State of Louisiana on the 31st day of
March, 1999.
SCP POOL CORPORATION
By: /s/ Wilson B. Sexton
---------------------------------
Wilson B. Sexton
Chairman and Chief Executive Officer
POWER OF ATTORNEY
------------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Wilson B. Sexton and Craig K. Hubbard and each of them,
as true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on March 31, 1999.
Signature Title
/s/ Wilson B. Sexton Chairman, Chief Executive Officer, and
- ----------------------------------- Director
Wilson B. Sexton
/s/ Manuel J. Perez de la Mesa President, Chief Operating Officer
- -----------------------------------
Manuel J. Perez de la Mesa
/s/ Craig K. Hubbard Secretary, Treasurer and Chief Financial
- ----------------------------------- Officer
Craig K. Hubbard
/s/ Andrew W. Code Director
- -----------------------------------
Andrew W. Code
/s/ James J. Gaffney Director
- -----------------------------------
James J. Gaffney
/s/ Peter M. Gotsch Director
- -----------------------------------
Peter M. Gotsch
/s/ Frank J. St. Romain Director
- -----------------------------------
Frank J. St. Romain
/s/ Robert C. Sledd Director
- -----------------------------------
Robert C. Sledd
<PAGE>
INDEX TO EXHIBITS
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<TABLE>
<CAPTION>
Sequential
Exhibit Page
Number Description Number
- ------ ----------- ----------
<C> <S> <C>
23.1 Consent of Ernst & Young LLP.
</TABLE>
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Post-Effective
Amendment No. 1 to the Registration Statement (Form S-8 No. 333-16639)
pertaining to the SCP Pool Corporation 1995 Stock Option Plan for the
registration of 900,000 shares of Common Stock of SCP Pool Corporation (the
"Company") of our report dated February 19, 1999 (except for the fourth
paragraph of Note 3, as to which the date is March 25, 1999), with respect to
the consolidated financial statements of the Company included in its Annual
Report (Form 10-K) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP
New Orleans, Louisiana
April 1, 1999
