As filed with the Securities and Exchange Commission on August 28, 2003
Registration No. 333-101186
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ProQuest Company
(Exact Name of Registrant as Specified in its Charter)
| DELAWARE |
36-3580106 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
300 N. Zeeb Road
Ann Arbor, MI 48103
(Address of Principal Executive Offices)
PROQUEST COMPANY
1995 STOCK OPTION PLAN, AS AMENDED
2003 PROQUEST COMPANY
STRATEGIC PERFORMANCE PLAN
(Full Title of the Plans)
TODD W. BUCHARDT
GENERAL COUNSEL AND SECRETARY
300 N. Zeeb Road
Ann Arbor, MI 48103
(Name and Address of Agent for Service)
(734) 997-4905
(Telephone number, including area code, of agent for service)
EXPLANATORY NOTE
On March 5, 2003, the Board of Directors approved the 2003 Proquest Company Strategic Performance Plan (the “Plan”) and submitted it to the Company’s stockholders for approval at the Annual Meeting on May 21, 2003. This Plan does not increase the number of shares of Common Stock to be used under it, but rather uses the shares of the Common Stock remaining under the Company’s 1995 Stock Option Plan, as amended, which shares were registered under this Registration Statement. This Post-Effective Amendment No. 1 adds the 2003 Proquest Company Strategic Performance Plan to this Registration Statement.
Item 8. Exhibits
Reference is made to the Exhibit Index.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned 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 be signed on its behalf by the undersigned, thereto duly authorized in the City of Ann Arbor, State of Michigan, on the 28th day of August, 2003.
| ProQuest Company | ||
| By: |
/S/ ALAN A. ALDWORTH | |
| Alan A. Aldworth President & Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons or their attorneys-in-fact in the capacities indicated on August 28, 2003.
| Signature | Title | |
| /s/ James P. Roemer |
Chairman of the Board | |
| James P. Roemer |
||
| /s/ Alan Aldworth |
President and Chief Executive Officer | |
| Alan Aldworth |
||
| /s/ Kevin Gregory |
Senior Vice President and Chief Financial Officer | |
| Kevin Gregory |
||
| /s/ David Bonderman* |
Director | |
| David Bonderman |
||
| /s/ David G. Brown* |
Director | |
| David G. Brown |
||
| /s/ William E. Oberndorf* |
Director | |
| William E. Oberndorf |
||
| /s/ Gary L. Roubos* |
Director | |
| Gary L. Roubos |
||
| /s/ John H. Scully* |
Director | |
| John H. Scully |
||
| /s/ William J. White* |
Director | |
| William J. White |
||
*By Todd Buchardt as Attorney-in-Fact pursuant to Powers of Attorney executed by the directors listed above, which Powers of Attorney were previously filed as part of this Registration Statement.
| By: |
/S/ TODD BUCHARDT | |
| Todd Buchardt As Attorney-in-Fact | ||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 4 | 2003 Proquest Companys Strategic Performance Plan (filed herewith) | |