As filed with the Securities and Exchange Commission on March 22, 2005.

 

                                                                                                              Registration  No. 333-01271

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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

 

SEITEL, INC.

(Exact name of registrant as specified in its charter)

 

Approximate date of commencement of proposed sale to the public: Not applicable.  Deregistration of unsold securities.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [  ]

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with a dividend or interest reinvestment plan, please check the following box.  [  ]

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering.  [  ] ______________

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the  Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [  ] ______________

 

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [  ]

 

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Deregistration of Securities

On February 28, 1996, Seitel, Inc. (the "Company") filed a registration statement on Form S-8 ("Registration Statement").  The Registration Statement registered a total of 2,051,122 shares of the Company's common stock, par value $.01 per share (the "Old Common Stock"), issuable pursuant to the Company's 1993 Incentive Stock Option Plan and the Company's 1995 Warrant Reload Plan (the "Seitel Plans") and available for resale thereafter.   

On July 22, 2003, the Company filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code.  The Bankruptcy Court confirmed the Third Amended Joint Plan of Reorganization, as modified, supplemented or amended (the "Plan"), on March 18, 2004 and it became effective as of July 2, 2004.  Pursuant to the Plan, all equity plans of the Company, including the Seitel Plans, were terminated, all outstanding grants under such plans were cancelled, and the Old Common Stock was cancelled. The outstanding shares of the Old Common Stock were automatically converted into shares of the Company's reorganized common stock, par value $0.01 (the "New Common Stock).   This transaction was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 1145(a) of the United States Bankruptcy Code.  The 1993 Incentive Stock Option Plan had expired by its terms prior to July 2, 2004.  Accordingly, this Post Effective Amendment No. 1 to the Registration Statement is being filed to deregister, as of the date hereof, all shares of the Old Common Stock included in the Registration Statement that were not previously issued under the Seitel Plans, and all shares of the Old Common Stock included for resale in the Registration Statement that were not sold thereunder.

               

               

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Houston, State of Texas on March 22, 2005.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in their capacities and on the dates indicated.