As filed with the Securities and Exchange Commission on February 27, 2003
Registration No. 333-33349
================================================================================
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
____________________
FAB INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-2581181
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
____________________
200 MADISON AVENUE
NEW YORK, NEW YORK 10016
(212) 592-2700
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
____________________
FAB INDUSTRIES, INC. 1997 STOCK INCENTIVE PLAN
(Full title of the plan)
____________________
DAVID A. MILLER
VICE PRESIDENT-FINANCE, TREASURER AND CHIEF FINANCIAL OFFICER
FAB INDUSTRIES, INC.
200 MADISON AVENUE
NEW YORK, NEW YORK 10016
(212) 592-2700
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
____________________
COPY TO:
MARILYN SOBEL, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
(212) 373-3000
================================================================================
EXPLANATORY NOTE
On August 11, 1997, the registrant filed a Registration
Statement on Form S-8 (File No. 333-33349), relating to 175,000 shares of its
common stock, par value $.20 per share (the "Common Stock"), to be issued under
the Fab Industries, Inc. 1997 Stock Incentive Plan (the "Plan"). The Plan has
been terminated. As of the date of this Post-Effective Amendment No. 1, 164,800
shares of Common Stock have been issued under the Registration Statement,
leaving an aggregate of 10,200 shares available for issuance. This
Post-Effective Amendment No. 1 is being filed to deregister the 10,200 shares of
Common Stock under the Registration Statement that remain unsold as of the date
of this Post-Effective Amendment No. 1.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 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 February 27, 2003.
FAB INDUSTRIES, INC.
By: /s/ Samson Bitensky
---------------------------------------
Samson Bitensky
Chairman of the Board of Directors and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on February 27, 2003 by the following persons in
the capacities indicated.
SIGNATURE TITLES
--------- ------
/s/ Samson Bitensky Chairman of the Board of Directors, Chief
----------------------------- Executive Officer and Director (Principal
Samson Bitensky Executive Officer)
/s/ David A. Miller Vice President-Finance, Treasurer and Chief
----------------------------- Financial Officer (Principal Financial and
David A. Miller Accounting Officer)
Director
-----------------------------
Steven Myers
Director
-----------------------------
Martin B. Bernstein
* Director
-----------------------------
Lawrence H. Bober
Director
-----------------------------
Frank S. Greenberg
* Director
-----------------------------
Susan B. Lerner
* Director
-----------------------------
Richard Marlin
*By: /s/ David A. Miller
------------------------
David A. Miller
Attorney-in-fact