S-8 POS 1 a2082667zs-8pos.txt S-8 POS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 2002 REGISTRATION NO. 333-59195 ================================================================================ UNITED STATES 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 -------------- SEALED AIR CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE NO. 65-0654331 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) PARK 80 EAST SADDLE BROOK, NEW JERSEY 07663-5291 (Address, including zip code, of Registrant's principal executive offices) RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS OF SEALED AIR CORPORATION (Full title of the plan) H. KATHERINE WHITE, ESQ. GENERAL COUNSEL AND SECRETARY SEALED AIR CORPORATION PARK 80 EAST SADDLE BROOK, NEW JERSEY 07663-5291 (201) 791-7600 (Name, address, including zip code, and telephone number, including area code, of agent for service) ================================================================================ In 1998 the Registrant registered 100,000 shares of its common stock, par value $0.10 per share ("Common Stock"), for potential issuance under the Restricted Stock Plan for Non-Employee Directors of Sealed Air Corporation (the "Plan"). The offering of the aforementioned securities pursuant to the Plan has terminated. Accordingly, the Registrant hereby removes from registration all such Common Stock not sold pursuant to the Plan. SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to Form S-8 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Saddle Brook, State of New Jersey, on June 18, 2002. SEALED AIR CORPORATION By: /s/ William V. Hickey --------------------- Name: William V. Hickey Title: President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-8 registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ William V. Hickey President, Chief Executive Officer June 18, 2002 --------------------------- and Director (William V. Hickey) (Principal Executive Officer) /s/ David H. Kelsey Vice President and June 18, 2002 --------------------------- Chief Financial Officer (David H. Kelsey) (Principal Financial Officer) /s/ Jeffrey S. Warren Controller June 18, 2002 --------------------------- (Principal Accounting Officer) (Jeffrey S. Warren) * Director June 18, 2002 --------------------------- (Hank Brown) 2 * Director June 18, 2002 --------------------------- (Lawrence R. Codey) * Director June 18, 2002 --------------------------- (T. J. Dermot Dunphy) * Director June 18, 2002 --------------------------- (Charles F. Farrell, Jr.) Director June 18, 2002 --------------------------- (Shirley Ann Jackson) Director June 18, 2002 --------------------------- (Kenneth P. Manning) Director June 18, 2002 --------------------------- (William J. Marino) *By: /s/ H. Katherine White ---------------------- H. Katherine White Attorney-in-Fact