-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CU/8vexrTGcpjEh/2ONNeKPMWGuga9pt8DspoA8onxSVQswKuiNxljnk0WW+WkSW SbpLBRM5qON65QIElnsAlg== 0000950131-99-002082.txt : 19990405 0000950131-99-002082.hdr.sgml : 19990405 ACCESSION NUMBER: 0000950131-99-002082 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990402 EFFECTIVENESS DATE: 19990402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCP POOL CORP CENTRAL INDEX KEY: 0000945841 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISC DURABLE GOODS [5090] IRS NUMBER: 363926337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-16639 FILM NUMBER: 99586696 BUSINESS ADDRESS: STREET 1: 109 NORTHPARK BLVD CITY: COVINGTON STATE: LA ZIP: 70433 BUSINESS PHONE: 5048925521 MAIL ADDRESS: STREET 2: 109 NORTHPARK BLVD 4TH FLOOR CITY: COVINGTON STATE: LA ZIP: 70433 S-8 POS 1 AMENDMENT NO. 1 TO THE FORM S-8 As filed with the Securities and Exchange Commission on April 2, 1999 Registration No. 333-16639 ================================================================================ 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 __________________ SCP Pool Corporation (Exact name of registrant as specified in its charter) __________________ Delaware 36-3943363 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 109 Northpark Boulevard Covington, Louisiana 70433-5001 (Address, including zip code of registrant's principal executive offices) __________________ SCP Pool Corporation 1995 Stock Option Plan (Full title of the plan) __________________ Craig K. Hubbard SCP Pool Corporation 109 Northpark Boulevard Covington, Louisiana 70433-5001 Telephone: (504) 892-5521 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Stephen L. Ritchie Kirkland & Ellis 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT EXPLANATORY NOTE As originally filed on November 22, 1996, this Registration Statement registered 900,000 shares (as adjusted for two 3-for-2 stock splits in September 1997 and July 1998) of Common Stock of SCP Pool Corporation (the "Company") which had been approved for issuance under the Company's 1995 Stock Option Plan (the "1995 Stock Option Plan"). Subsequently, the Company approved the SCP Pool Corporation 1998 Stock Option Plan (the "1998 Stock Option Plan"), with the understanding that shares remaining available for issuance pursuant to the 1995 Stock Option Plan would be issued instead pursuant to the 1998 Stock Option Plan. Accordingly, this Post-Effective Amendment is being filed to de-register 332,173 shares previously registered for issuance pursuant to the 1995 Stock Option Plan. The 332,173 shares shall be registered under a Registration Statement on Form S-8 being filed by the Company for shares issuable under the 1998 Stock Option Plan. 1 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 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 Covington, State of Louisiana on the 31st day of March, 1999. SCP POOL CORPORATION By: /s/ Wilson B. Sexton --------------------------------- Wilson B. Sexton Chairman and Chief Executive Officer POWER OF ATTORNEY ------------------ KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Wilson B. Sexton and Craig K. Hubbard and each of them, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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 March 31, 1999. Signature Title /s/ Wilson B. Sexton Chairman, Chief Executive Officer, and - ----------------------------------- Director Wilson B. Sexton /s/ Manuel J. Perez de la Mesa President, Chief Operating Officer - ----------------------------------- Manuel J. Perez de la Mesa /s/ Craig K. Hubbard Secretary, Treasurer and Chief Financial - ----------------------------------- Officer Craig K. Hubbard /s/ Andrew W. Code Director - ----------------------------------- Andrew W. Code /s/ James J. Gaffney Director - ----------------------------------- James J. Gaffney /s/ Peter M. Gotsch Director - ----------------------------------- Peter M. Gotsch /s/ Frank J. St. Romain Director - ----------------------------------- Frank J. St. Romain /s/ Robert C. Sledd Director - ----------------------------------- Robert C. Sledd INDEX TO EXHIBITS -----------------
Sequential Exhibit Page Number Description Number - ------ ----------- ---------- 23.1 Consent of Ernst & Young LLP.
EX-23.1 2 AUDITORS CONSENT EXHIBIT 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Post-Effective Amendment No. 1 to the Registration Statement (Form S-8 No. 333-16639) pertaining to the SCP Pool Corporation 1995 Stock Option Plan for the registration of 900,000 shares of Common Stock of SCP Pool Corporation (the "Company") of our report dated February 19, 1999 (except for the fourth paragraph of Note 3, as to which the date is March 25, 1999), with respect to the consolidated financial statements of the Company included in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP --------------------- Ernst & Young LLP New Orleans, Louisiana April 1, 1999 -----END PRIVACY-ENHANCED MESSAGE-----