As filed with the Securities and Exchange Commission on September 11, 2006

Registration No. 333-78421

 

 

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

ABM INDUSTRIES INCORPORATED

 

Delaware (State or Other Jurisdiction of Incorporation or Organization)		94-1369354 (I.R.S. Employer Identification No.)

160 Pacific Avenue, Suite 222 San Francisco, CA (Address of Principal Executive Offices)		94111 (Zip Code)

ABM Industries Incorporated
Time-Vested Incentive Stock Option Plan

(Full Title of the Plan)

Linda S. Auwers, Esq.
Senior Vice President, General Counsel and Corporate Secretary
ABM Industries Incorporated
160 Pacific Avenue, Suite 222
San Francisco, CA 94111

(Name and Address of Agent for Service)

(415) 733-4000

(Telephone Number, Including Area Code, of Agent for Service)

 

 

This registration statement on Form S-8, filed on May 14, 1999, registered 2,000,000 shares of common stock (and related Preferred Stock Purchase Rights) of ABM Industries Incorporated (the “Registrant”) for a registration fee of $16,490. Subsequently, on May 6, 2002, the Registrant paid a stock split in the form of a 100% stock dividend. By application of Rule 416 under the Securities Act of 1933, this registration statement is now deemed to extend to such additional shares (and related Preferred Stock Purchase Rights), such that the number of shares (and related Preferred Stock Purchase Rights) registered hereunder amounts to 4,000,000 (a registration fee of $0.0041225 per share). The purpose of this Post-Effective Amendment No. 1 is to transfer 278,302 of such shares (and related Preferred Stock Purchase Rights) to the Form S-8 Registration Statement for the Registrant’s 2006 Equity Incentive Plan, which registration statement is being simultaneously filed.

Item 8.		Exhibits.
		Exhibit
		Number
			24.1			Power of Attorney.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, a corporation organized and existing under the laws of the State of Delaware, 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 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 11^th day of September, 2006.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
Principal Executive Officer:
/s/ Henrik C. Slipsager		President and Chief		September 11, 2006
Henrik C. Slipsager		Executive Officer
Principal Financial Officer:
/s/ George B. Sundby		Executive Vice President and		September 11, 2006
George B. Sundby		Chief Financial Officer
Principal Accounting Officer:
/s/ Maria De Martini		Vice President, Controller and		September 11, 2006
Maria De Martini		Chief Accounting Officer
Directors:
/s/ Linda Chavez		Director		September 11, 2006
Linda Chavez
/s/ Luke S. Helms		Director		September 11, 2006
Luke S. Helms
/s/ Maryellen C. Herringer		Director		September 11, 2006
Maryellen C. Herringer
/s/ Charles T. Horngren		Director		September 11, 2006
Charles T. Horngren

Signature		Title		Date
/s/ Henry L. Kotkins, Jr.		Director		September 11, 2006
Henry L. Kotkins, Jr.
		Director
Martinn H. Mandles
		Director
Theodore Rosenberg
/s/ Henrik C. Slipsager		Director		September 11, 2006
Henrik C. Slipsager
/s/ William W. Steele		Director		September 11, 2006
William W. Steele

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     The undersigned hereby constitutes and appoints Linda S. Auwers, Henrik C. Slipsager, George B. Sundby, Maria De Martini, and Glenn M. Hammond and each of them with power to act alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (either manually or electronically through the EDGAR System of the United States Securities and Exchange Commission) all post-effective amendments to the Registration Statement on Form S-8 related to shares of common stock of ABM Industries Incorporated issuable under the ABM Industries Incorporated Time-Vested Incentive Stock Option Plan, and to file the same, together with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each such attorney-in-fact 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 hereof, as fully as to all intents and purposes as he or she might do or could do in person, hereby ratifying and confirming all that each such attorney-in-fact or his or her substitutes may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned directors have executed this Power of Attorney effective as of the 11th day of September, 2006.

/s/ Linda Chavez
Linda Chavez		Martinn H. Mandles
/s/ Luke S. Helms
Luke S. Helms		Theodore Rosenberg
/s/ Maryellen C. Herringer		/s/ Henrik C. Slipsager
Maryellen C. Herringer		Henrik C. Slipsager
/s/ Charles T. Horngren		/s/ William W. Steele
Charles T. Horngren		William W. Steele
/s/ Henry L. Kotkins, Jr.
Henry L. Kotkins, Jr.