S-8 POS 1 sys81983.txt POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on March 30, 2001 Registration No. 33-22872 -------------------------------------------------------------------------------- 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 ------------------- Guest Supply, Inc.(1) (Exact name of issuer as specified in its charter) New Jersey 22-2320483 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 4301 U.S. Highway One, Monmouth Junction, New Jersey 08852-0902 (Address of principal executive offices, including zip code) Guest Supply, Inc., 1983 Stock Option Plan (Full title of the plan) ------------------- Michael C. Nichols Vice President Guest Supply, Inc. 4301 U.S. Highway One Monmouth Junction, New Jersey 08852-0902 (Name and address of agent for service) (609) 514-9696 (Telephone number, including area code, of agent for service) ------------------- Copy to: B. Joseph Alley, Jr., Esq. Arnall Golden Gregory LLP 2800 One Atlantic Center 1201 West Peachtree Street Atlanta, Georgia 30309-3450 (404) 873-8688 (1) On March 15, 2001, Sysco Food Services of New Jersey, Inc., a Delaware corporation and a wholly owned subsidiary of SYSCO Corporation, merged into Guest Supply, Inc., a New Jersey corporation ("Guest Supply"), pursuant to a Merger Agreement and Plan of Reorganization dated as of January 22, 2001 among SYSCO Corporation, a Delaware corporation ("SYSCO"), Guest Supply and Sysco Food Services of New Jersey, Inc. Guest Supply was the surviving corporation. DEREGISTRATION OF COMMON STOCK On July 1, 1988, Guest Supply filed a Registration Statement on Form S-8 (Registration No. 33-22872) for the sale of an aggregate of 300,000 shares of common stock, no par value, of Guest Supply under the Guest Supply, Inc. 1983 Stock Option Plan (the "Plan"). On March 15, 2001, Guest Supply merged with Sysco Food Services of New Jersey, Inc., and SYSCO assumed the obligations of Guest Supply under the Plan. Pursuant to Guest Supply's undertaking in the Registration Statement, this Post-Effective Amendment No. 1 is being filed by Guest Supply to deregister all shares of common stock registered pursuant to the Registration Statement but remaining unsold as of the date this Post-Effective Amendment No. 1 is filed. 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 this Post-Effective Amendment No. 1 to 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 Houston, and the State of Texas, on the 30th day of March, 2001. GUEST SUPPLY, INC. By: /s/ Michael C. Nichols ----------------------------------- Michael C. Nichols, Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Clifford W. Stanley President, Chief Executive Officer and 3-30-01 -------------------------- Director (principal executive officer) Clifford W. Stanley /s/ Paul T. Xenis Executive Vice President 3-30-01 -------------------------- (principal financial and accounting Paul T. Xenis officer) /s/ Michael C. Nichols Vice President and Director 3-30-01 -------------------------- Michael C. Nichols /s/ Richard J. Schnieders Director 3-30-01 -------------------------- Richard J. Schnieders /s/ Kent R. Berke Director 3-30-01 -------------------------- Kent R. Berke 1339692v2