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

Registration No. 333-85390

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Post-Effective Amendment No. 1 to

FORM S-8

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
2002 Price-Vested Performance 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 April 2, 2002, 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 $17,485.24. 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 $0.0043713 per share). The purpose of this Post-Effective Amendment No. 1 is to transfer 2,080,963 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