1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1999 REGISTRATION NO. 333-78425 ================================================================================ 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 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) -------------- DELAWARE 94-1369354 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 160 PACIFIC AVENUE, SUITE 222 SAN FRANCISCO, CA 94111 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) -------------- ABM INDUSTRIES INCORPORATED EMPLOYEE STOCK PURCHASE PLAN (FULL TITLE OF THE PLAN) -------------- HARRY H. KAHN, ESQ. 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) COPY TO: LESLIE P. JAY, ESQ. ORRICK, HERRINGTON & SUTCLIFFE LLP OLD FEDERAL RESERVE BANK BUILDING 400 SANSOME STREET SAN FRANCISCO, CALIFORNIA 94111-3143 (415) 392-1122 ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Explanatory Note The purpose of this Amendment is to add Exhibits 99.1, 99.2 and 99.3, which were erroneously omitted from the underlying registration statement. Item 8. Exhibits See the Exhibit Index on page 4 of this Amendment No. 1 to the Registration Statement. 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 the City of San Francisco, State of California on the 27th day of May, 1999. ABM INDUSTRIES INCORPORATED (Registrant) /s/ WILLIAM W. STEELE ---------------------------------------- William W. Steele President and Chief Executive 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 date indicated. 2
Signature Title Date Principal Executive Officer: /s/ WILLIAM W. STEELE President and May 27, 1999 - --------------------------------- Chief Executive Officer William W. Steele Principal Financial Officer: /s/ DAVID H. HEBBLE Vice President May 27, 1999 - --------------------------------- and Chief Financial Officer David H. Hebble Principal Accounting Officer: /s/ VERNON E. SKELTON Controller and May 27, 1999 - --------------------------------- Chief Accounting Officer Vernon E. Skelton 3 A majority of the members of the Board of Directors. 3
Signature Title Date Directors: * Maryellen B. Cattani - ----------------------------------- Director May 27 , 1999 Maryellen B. Cattani * Linda Chavez - ----------------------------------- Director May 27, 1999 Linda Chavez * John F. Egan - ----------------------------------- Director May 27, 1999 John F. Egan * Luke S. Helms - ----------------------------------- Director May 27, 1999 Luke S. Helms - ----------------------------------- Director May __, 1999 Charles T. Horngren * Henry L. Kotkins, Jr. - ----------------------------------- Director May 27, 1999 Henry L. Kotkins, Jr. - ----------------------------------- Director May __, 1999 Martinn H. Mandles * Theodore Rosenberg - ----------------------------------- Director May 27, 1999 Theodore Rosenberg * William W. Steele - ----------------------------------- Director May 27, 1999 William W. Steele * William E. Walsh - ----------------------------------- Director May 27, 1999 William E. Walsh * By /s/ Harry H. Kahn ------------------------------ Harry H. Kahn Attorney-in-Fact 4 EXHIBIT INDEX 4
24.1* Power of Attorney (incorporated by reference to the exhibit of the same number filed in connection with Registration Statement No. 333-78425). 99.1 Amendment No. 1 to the Employee Stock Purchase Plan. 99.2 Amendment No. 2 to the Employee Stock Purchase Plan. 99.3 Amendment No. 3 to the Employee Stock Purchase Plan.
1 EXHIBIT 99.1 AMENDMENT NO. 1 TO THE ABM INDUSTRIES INCORPORATED 1985 EMPLOYEE STOCK PURCHASE PLAN ABM INDUSTRIES INCORPORATED, having established the ABM Industries Incorporated 1985 Employee Stock Purchase Plan (the "Plan"), and having amended and restated the Plan effective December 19, 1995, hereby amends the Plan effective March 18, 1997 as follows: (i) the termination date of April 30, 1997 is deleted; and (ii) the Plan document and the Prospectus be amended accordingly. IN WITNESS WHEREOF, ABM INDUSTRIES INCORPORATED, by its duly authorized officer, has executed this Amendment No. 1 on the date indicated below. ABM INDUSTRIES INCORPORATED Dated: March 18, 1997 By /s/ Lorraine P. O'Hara ------------------------------------- Title: Assistant Corporate Secretary
1 EXHIBIT 99.2 AMENDMENT NO. 2 TO THE ABM INDUSTRIES INCORPORATED 1985 EMPLOYEE STOCK PURCHASE PLAN ABM INDUSTRIES INCORPORATED, having established the ABM Industries Incorporated 1985 Employee Stock Purchase Plan (the "Plan"), and having amended and restated the Plan effective December 19, 1995, hereby amends the Plan effective January 1, 1999 as follows: (i) the new name of the Plan shall be: ABM Industries Incorporated Employee Stock Purchase Plan IN WITNESS WHEREOF, ABM INDUSTRIES INCORPORATED, by its duly authorized officer, has executed this Amendment No. 2 effective the date indicated below. ABM INDUSTRIES INCORPORATED Dated: January 5, 1999 By /s/ Lorraine P. O'Hara --------------------------------------- Title: Assistant Corporate Secretary
1 EXHIBIT 99.3 Amendment No. 3 to the ABM INDUSTRIES INCORPORATED 1985 Employee Stock Purchase Plan (December 19, 1995 Restatement) ABM INDUSTRIES INCORPORATED, having established the ABM Industries Incorporated 1985 Employee Stock Purchase Plan (the "Plan"), and having amended and restated the Plan effective as of December 19, 1995, hereby amends the second sentence of the Plan, effective as of March 16, 1999 as follows: An aggregate of 7,400,000 stock may be issued under the Plan (the "Shares"). IN WITNESS WHEREOF, ABM INDUSTRIES INCORPORATED, by its duly authorized officer, has executed this Amendment No. 3 on the date indicated below. ABM INDUSTRIES INCORPORATED Dated: March 16, 1999 By: /s/ Lorraine P. O'Hara ------------------------------------ Title: Assistant Secretary
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