AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 2003
REGISTRATION NO. 333-25059
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
APPLIED GRAPHICS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3864004
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
450 WEST 33RD STREET 10001
NEW YORK, NEW YORK (Zip Code)
(Address of Principal Executive
Offices)
APPLIED GRAPHICS TECHNOLOGIES, INC. NON-EMPLOYEE DIRECTORS NONQUALIFIED STOCK
OPTION PLAN AND
APPLIED GRAPHICS TECHNOLOGIES, INC. REVISED 1996 STOCK OPTION PLAN
(Full title of the plan)
MARTIN D. KRALL, ESQ.
EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL OFFICER
APPLIED GRAPHICS TECHNOLOGIES, INC.
450 WEST 33RD STREET
NEW YORK, NEW YORK 10001
(Name and address of agent for service)
(212) 716-6600
(Telephone number, including area code, of agent for service)
Applied Graphics Technologies, Inc., a Delaware corporation (the
"Registrant"), filed this Registration Statement No. 333-25059 to register
shares of common stock, par value $.01 per share (the "Securities"), of the
Registrant for issuance pursuant to the Applied Graphics Technologies, Inc.
Non-Employee Directors Nonqualified Stock Option Plan and Applied Graphics
Technologies, Inc. Revised 1996 Stock Option Plan.
On October 10, 2003, the Registrant became a wholly-owned subsidiary of
KAGT Holdings, Inc. following a merger. As a result of the merger, it is
anticipated that the Registrant's Securities will no longer be registered under
the Securities Exchange Act of 1934, as amended. Accordingly, the Registrant is
removing the Securities from registration under the Securities Act of 1933, as
amended.
2
SIGNATURES AND POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on October 10, 2003.
APPLIED GRAPHICS TECHNOLOGIES, INC.
By: /s/ Joseph Vecchiolla
--------------------------------------
Joseph Vecchiolla
President and Chief Operating Officer
S-1
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Joseph Vecchiolla as his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments to this Registration Statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Commission,
granting unto such attorney-in-fact and agent 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 such attorney-in-fact and
agent, acting alone, 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 and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JOSEPH VECCHIOLLA President and Chief Operating October 10, 2003
--------------------------- Officer
Joseph Vecchiolla (Principal Executive Officer)
/s/ NAT BUONFIGLIO Senior Vice President, Chief October 10, 2003
--------------------------- inancial Officer and Treasurer
Nat Buonfiglio FPrincipal Financial Officer and
(Principal Accounting Officer)
/s/ SAMUEL P. FRIEDER Director October 10, 2003
---------------------------
Samuel P. Frieder
/s/ JAMES A. KOHLBERG Director October 10, 2003
---------------------------
James A. Kohlberg
/s/ CHRISTOPHER LACOVARA Director October 10, 2003
---------------------------
Christopher Lacovara
/s/ GORDON WOODWARD Director October 10, 2003
---------------------------
Gordon Woodward
S-2