S-8 POS 1 s868264.txt FORM S-8 As filed with the Securities and Exchange Commission on September 10, 2003 Registration No. 333-68264 ================================================================================ 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 --------------------------- Conseco, Inc. (Exact name of registrant as specified in its charter) ------------------- Indiana 35-1468632 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 11825 N. Pennsylvania Street 46032 Carmel, Indiana (Zip Code) (Address of Principal Executive Offices) exlService.com, Inc. Stock Option Plan -------------------------------------- (Full Title of Plan) (Name and address, including zip code, and telephone number, including area code, of agent for service) Karl W. Kindig Conseco, Inc. 11825 N. Pennsylvania Street Carmel, IN 46032 (317) 817-6708 Copy to: James S. Rowe Kirkland & Ellis, LLP 200 East Randolph Chicago, IL 60601 ================================================================================ PART I EXPLANATORY NOTE Conseco, Inc., an Indiana corporation (the "Company"), previously registered shares of its common stock, no par value per share ("Common Stock"), on Form S-8, File No. 333-68264. This Post-Effective Amendment No. 1 is being filed to remove from registration all shares of Common Stock which remain unsold thereunder. 2 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 the City of Carmel, State of Indiana, on September 10, 2003. CONSECO, INC. By:/s/William J. Shea ----------------------------------- William J. Shea, President and Chief Executive Officer 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 September 10, 2003. Signatures Title ------------------------- ------------------------------ /s/William J. Shea President and Chief Executive ------------------------- Officer and Director William J. Shea /s/Eugene M. Bullis Executive Vice President and Chief ------------------------- Financial Officer Eugene M. Bullis /s/John R. Kline Senior Vice President and Chief ------------------------- Accounting Officer John R. Kline 3