S-8 POS 1 s8062905.txt S-8 SFC POST EFFECTIVE As Filed With the Securities and Exchange Commission on June 29, 2005 Registration No. 333-114097 _______________________________________________________________________________ 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 ______________________ Seneca Foods Corporation (Exact name of registrant as specified in its charter) New York 16-0733425 (State of Incorporation) (I.R.S. Employer Identification No.) 3736 South Main Street Marion, New York 14505 (315) 926-8100 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) _________________ Seneca Foods, L.L.C. 401(k) Retirement Savings Plan (Full title of the plans) _________________ Kraig H. Kayser President and Chief Executive Officer 3736 South Main Street Marion, New York 14505 (315) 926-8100 (Name, address, including zip code, and telephone number, including area code of agent for service) _________________ Copies to: William I. Schapiro, Esq. Jaeckle Fleischmann & Mugel, LLP 800 Fleet Bank Building Twelve Fountain Plaza Buffalo, New York 14202 (716) 856-0600 DEREGISTRATION OF SECURITIES On March 31, 2004, Seneca Foods Corporation (the "Company") filed a Registration Statement on Form S-8, Registration No. 333-114097 (the "Registration Statement"), for the sale of 40,000 shares of Class A Common Stock of the Company and 10,000 shares of Class B Common Stock of the Company (collectively, the "Common Stock") under the Seneca Foods, L.L.C. 401(k) Retirement Savings Plan (the "Plan") and an indeterminate amount of interests to be offered or sold pursuant to the Plan. The Company merged the Plan into the Seneca Foods Corporation Employees' Savings Plan (the "Merger"). No shares of Common Stock were issued pursuant to the Plan prior to the Merger. The Company files this Post-Effective Amendment No. 1 to deregister all shares of the Common Stock and Plan interests originally registered by the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such shares of the Common Stock and Plan interests. 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Marion, New York, on June 29, 2005. SENECA FOODS CORPORATION By: /s/Philip G. Paras ----------------------------- Philip G. Paras, Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- _________*_______________ Arthur S. Wolcott Chairman and Director June 29, 2005 _________*_______________ President, Chief Executive Kraig H. Kayser Officer and Director June 29, 2005 _________*_______________ Philip G. Paras Chief Financial Officer June 29, 2005 _________*_______________ Jeffrey L. Van Riper Controller and Secretary June 29, 2005 _________*_______________ Arthur H. Baer Director June 29, 2005 _________*_______________ Andrew M. Boas Director June 29, 2005 _________*_______________ Robert T. Brady Director June 29, 2005 _________*_______________ Douglas F. Brush Director June 29, 20054 _________*_______________ G. Brymer Humphreys Director June 29, 2005 ________________________ Thomas Paulson Director _________*_______________ Susan W. Stuart Director June 29, 2005 _/s/ Kraig H. Kayser_________ * Kraig H. Kayser Individually and as Attorney-in-Fact