As filed with the Securities and Exchange Commission on September 2, 2005

 

Registration No. 333-59197

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

 

SEALED AIR CORPORATION

(Exact name of Registrant as specified in its charter)

 

Delaware		65-0654331
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Park 80 East, Saddle Brook, New Jersey		07663-5291
(Address of Principal Executive Offices)		(Zip Code)

 

CONTINGENT STOCK PLAN OF SEALED AIR CORPORATION

(Full title of the Plan)

 

H. KATHERINE WHITE, ESQ.

Vice President, General Counsel and Secretary

Sealed Air Corporation

Park 80 East

Saddle Brook, New Jersey 07663-5291

(Name and address of agent for service)

 

(201) 791-7600

(Telephone number, including area code, of agent for service)

 

 

Sealed Air Corporation (the “Registrant”) registered 2,049,550 shares of its common stock, par value $0.10 per share (“Common Stock”), for issuance pursuant to the Contingent Stock Plan of Sealed Air Corporation that was approved by the Registrant’s stockholders in 1998 (the “1998 Contingent Stock Plan”).  The 1998 Contingent Stock Plan has been replaced by the 2005 Contingent Stock Plan of Sealed Air Corporation that was approved by the Registrant’s stockholders at the 2005 annual meeting.

 

The offering of the Common Stock pursuant to the 1998 Contingent Stock Plan has terminated.  Accordingly, the Registrant hereby removes from registration all such Common Stock not sold pursuant to the 1998 Contingent Stock Plan.

 

2

 

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 September 2, 2005.

 

	SEALED AIR CORPORATION
	(Registrant)
	By:	/s/ William V. Hickey
		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
By:	/s/ William V. Hickey					President, Chief Executive Officer		September 2, 2005
Name: William V. Hickey						and Director
						(Principal Executive Officer)
By:	/s/ David H. Kelsey					Senior Vice President and		September 2, 2005
Name: David H. Kelsey						Chief Financial Officer
						(Principal Financial Officer)
By:	/s/ Jeffrey S. Warren					Controller		September 2, 2005
Name: Jeffrey S. Warren						(Principal Accounting Officer)
By:	/s/ Hank Brown*					Director		September 2, 2005
Name: Hank Brown

 

3

 

By:						Director
Name: Michael Chu
By:	/s/ Lawrence R. Codey*					Director		September 2, 2005
Name: Lawrence R. Codey
By:	/s/ T.J. Dermot Dunphy*					Director		September 2, 2005
Name: T.J. Dermot Dunphy
By:	/s/ Charles F. Farrell, Jr.*					Director		September 2, 2005
Name: Charles F. Farrell, Jr.
By:						Director
Name: Jacqueline B. Kosecoff
By:						Director
Name: Kenneth P. Manning
By:						Director
Name: William J. Marino

 

 

* By:	/s/ H. Katherine White
	H. Katherine White
	Attorney-in-Fact

 

4