AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 2002
REGISTRATION NO. 333-42966
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UNITED STATES
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
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SEALED AIR CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE NO. 65-0654331
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
PARK 80 EAST
SADDLE BROOK, NEW JERSEY 07663-5291
(Address, including zip code, of Registrant's principal
executive offices)
SEALED AIR CORPORATION THRIFT AND TAX-DEFERRED SAVINGS PLAN
(Full title of the plan)
H. KATHERINE WHITE, ESQ.
GENERAL COUNSEL AND SECRETARY
SEALED AIR CORPORATION
PARK 80 EAST
SADDLE BROOK, NJ 07663-5291
(201) 791-7600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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The Registrant registered 25,000 shares of its common stock, par value
$0.10 per share ("Common Stock"), in which employee balances in the Sealed Air
Corporation Thrift and Tax-Deferred Savings Plan (the "Plan") could be invested.
The Registrant also registered an indeterminate amount of interests to be
offered or sold pursuant to the Plan (the "Plan Interests").
The offering of the aforementioned securities pursuant to the Plan has
terminated. Accordingly, the Registrant hereby removes from registration all
such Common Stock and Plan Interests not sold pursuant to the Plan.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to Form
S-8 registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Saddle Brook, State of New Jersey,
on April 9, 2002.
SEALED AIR CORPORATION
By: /s/ William V. Hickey
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Name: William V. Hickey
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Form S-8 registration statement has been
signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ William V. Hickey
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(William V. Hickey) President, Chief Executive Officer and Director April 9, 2002
(Principal Executive Officer)
/s/ David H. Kelsey
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(David H. Kelsey) Vice President and April 9, 2002
Chief Financial Officer
(Principal Financial Officer)
/s/ Jeffrey S. Warren
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(Jeffrey S. Warren) Controller April 9, 2002
(Principal Accounting Officer)
*
-----------------------------------------
(Hank Brown) Director April 9, 2002
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*
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(John K. Castle) Director April 9, 2002
*
-----------------------------------------
(Lawrence R. Codey) Director April 9, 2002
*
-----------------------------------------
(T. J. Dermot Dunphy) Director April 9, 2002
*
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(Charles F. Farrell, Jr.) Director April 9, 2002
*
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(Shirley Ann Jackson) Director April 9, 2002
*
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(Alan H. Miller) Director April 9, 2002
*By: /s/ Sean E. Dempsey
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Sean E. Dempsey
Attorney-in-Fact
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Post-Effective Amendment No. 1 to Form S-8 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Saddle Brook, State of New Jersey on April 9,
2002.
THRIFT AND TAX-DEFERRED SAVINGS PLAN
By: /s/ Mary A. Coventry
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Name: Mary A. Coventry
Title: Member of the Retirement Committee and
Vice President of the Registrant
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