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Registration No. 33-61733
Post-Effective Amendment No. 1
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
THE CONTINUUM COMPANY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 74-1609363
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
9500 ARBORETUM BOULEVARD 78759-6399
AUSTIN, TEXAS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1995 DIRECTORS' STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
JOHN L. WESTERMANN III
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
THE CONTINUUM COMPANY, INC.
9500 ARBORETUM BOULEVARD
AUSTIN, TEXAS 78759-6399
(512) 345-5700
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
JACK DENNISON
VICE PRESIDENT, GENERAL COUNSEL
THE CONTINUUM COMPANY, INC.
9500 ARBORETUM BOULEVARD
AUSTIN, TEXAS 78759-6399
This Post-Effective Amendment is being filed for the purpose of removing from
registration all remaining shares of registrant's Common Stock which were not
sold pursuant to Registration Statement No. 33-61733 on or prior to August 1,
1996, when all options outstanding under the 1995 Directors' Stock Option Plan
were assumed by Computer Sciences Corporation.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
25.1 Powers of Attorney
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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 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 Austin, Texas on this 31st day of July, 1996.
THE CONTINUUM COMPANY, INC.
By: JOHN L. WESTERMANN III
Vice President 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 indicated
on July 31, 1996.
SIGNATURE TITLE
*RONALD C. CARROLL Chairman of the Board of
Directors
*LOWELL C. ANDERSON Director
*THOMAS G. BROWN Director
*W. MICHAEL LONG President, Chief Executive
Officer and Director
*THOMAS A. MCDONNELL Director
*CARL S. QUINN Director
*EDWARD C. STANTON, III Director
JOHN L. WESTERMANN III Vice President and Treasurer
(Principal Financial Officer)
LOU ANNE GILMORE Vice President and Controller
(Principal Accounting Officer)
*BY JOHN L. WESTERMANN III
Attorney-in-Fact
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INDEX TO EXHIBITS
EXHIBIT PAGE
25.1 Powers of Attorney from Officers and Directors
of the Company 5
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Exhibit 25.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints John L. Westermann III as true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign the post-effective amendments
to the Registration Statements on Forms S-8 (the "Registration Statement") of
The Continuum Company, Inc. (the "Company") to be filed in connection with the
removal from registration of all shares of common stock of the Company, par
value $.10, previously registered under Forms S-8 remaining unissued under the
Plans, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the U.S. Securities and Exchange Commission, granting
unto said attorney-in-fact and agent 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 as to intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent may
lawfully do or cause to be done by virtue hereof. For purposes of this Power,
the Plans shall include the following: W. Michael Long Stock Option Agreement,
1983 Incentive Stock Option Plan, 1992 Stock Option Plan, Employee Stock
Purchase Plan, 1994 Incentive Stock Plan, 1994 Directors Stock Option Plan, 1995
Directors' Stock Option Plan, Hogan Systems, Inc. 1982 Nonstatutory Stock Option
Plan, Hogan Systems, Inc. 1982 Incentive Stock Option Plan, Hogan Systems, Inc.
1984 Nonstatutory Stock Option Plan, Hogan Systems, Inc. 1984 Incentive Stock
Option Plan, Hogan Systems, Inc. 1985 Nonstatutory Stock Option Plan, and Hogan
Systems, Inc. 1985 Incentive Stock Option Plan.
JULY 19, 1996
(Date)
(Signature)
(Printed Name)
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