S-8 POS 1 doc1.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 2004 REGISTRATION NO. 333-98989 ================================================================================ 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 _______________________ SAFEGUARD HEALTH ENTERPRISES, INC. (Exact name of registrant as specified in its charter) DELAWARE 52-1528581 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 95 ENTERPRISE, SUITE 100 ALISO VIEJO, CALIFORNIA 92656-2605 (Address of Principal Executive Offices) SAFEGUARD HEALTH ENTERPRISES, INC. 401(K) PLAN (Full Title of the Plan) RONALD I. BRENDZEL, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY SAFEGUARD HEALTH ENTERPRISES, INC. 95 ENTERPRISE, SUITE 100 ALISO VIEJO, CALIFORNIA 92656-2605 TEL: (949) 425-4110 FAX: (949) 425-4586 (Name, address and telephone number, including area code, of agent for service) ____________________________________________ SafeGuard Health Enterprises, Inc., (the "Registrant") registered 500,000 shares of its pre-reverse stock split common stock, $0.01 par value, (the "Common Stock") on a Registration Statement on Form S-8 (file number 333-98989) under the Securities Act of 1933, on August 30, 2002 (the "401(k) Plan Registration Statement"), to be issued pursuant to the SafeGuard Health Enterprises, Inc. 401(k) Plan (the "Plan"). On June 30, 2004, the Registrant filed a Form 15 with the Securities and Exchange Commission (the "SEC") certifying that as a result of a 1 for 1,500 reverse stock split of the Common Stock effective as of June 25, 2004 (the "Reverse Stock Split"), there were less than 300 Common Stock holders of the Registrant and that the Registrant was terminating the registration of the Registrant's Common Stock under the Securities Act of 1934 including the termination of the registration of the unissued shares of Common Stock of the Plan registered pursuant to the 401(k) Plan Registration Statement. Accordingly, the Registrant is filing this Post-Effective Amendment Number 1 to the 401(k) Plan Registration Statement to remove from registration each of the 395,613 shares of pre-Reverse Stock Split Common Stock in existence prior to the Reverse Stock Split that were previously registered under the 401(k) Plan Registration Statement but remain unissued pursuant to the Plan as of the date hereof. SIGNATURES THE REGISTRANT. 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 Post-Effective Amendment No. 1 to the 401(k) Plan Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Aliso Viejo, State of California, on July 29, 2004. SAFEGUARD HEALTH ENTERPRISES, INC. By: /s/ James E. Buncher --------------------------------------- JAMES E. BUNCHER President and Chief Executive Officer By: /s/ Ronald I. Brendzel --------------------------------------- RONALD I. BRENDZEL Senior Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this 401(k) Plan Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE CAPACITY DATE --------- -------- ---- /s/ James E. Buncher President, Chief Executive Officer and July 29, 2004 ---------------------- Director (Principal Executive Officer) James E. Buncher /s/ Ronald I. Brendzel Senior Vice President, General Counsel, July 29, 2004 ---------------------- Secretary and Director Ronald I. Brendzel /s/ Dennis L. Gates Senior Vice President, Chief Financial July 29, 2004 ---------------------- Officer and Director (Principal Financial Dennis L. Gates and Accounting Officer) /s/ Neil R. Anderson Director July 29, 2004 ---------------------- Neil R. Anderson /s/ Steven J. Baileys Chairman of the Board of Directors July 29, 2004 ---------------------- Steven J. Baileys /s/ Stephen J. Blewitt Director July 29, 2004 ---------------------- Steven J. Blewitt /s/ Leslie B. Daniels Director July 29, 2004 ---------------------- Leslie B. Daniels 2