As filed with the Securities and Exchange Commission on April 2, 1999 Registration No. 333-16639 ================================================================================ 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 __________________ SCP Pool Corporation (Exact name of registrant as specified in its charter) __________________ Delaware 36-3943363 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 109 Northpark Boulevard Covington, Louisiana 70433-5001 (Address, including zip code of registrant's principal executive offices) __________________ SCP Pool Corporation 1995 Stock Option Plan (Full title of the plan) __________________ Craig K. Hubbard SCP Pool Corporation 109 Northpark Boulevard Covington, Louisiana 70433-5001 Telephone: (504) 892-5521 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Stephen L. Ritchie Kirkland & Ellis 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT EXPLANATORY NOTE As originally filed on November 22, 1996, this Registration Statement registered 900,000 shares (as adjusted for two 3-for-2 stock splits in September 1997 and July 1998) of Common Stock of SCP Pool Corporation (the "Company") which had been approved for issuance under the Company's 1995 Stock Option Plan (the "1995 Stock Option Plan"). Subsequently, the Company approved the SCP Pool Corporation 1998 Stock Option Plan (the "1998 Stock Option Plan"), with the understanding that shares remaining available for issuance pursuant to the 1995 Stock Option Plan would be issued instead pursuant to the 1998 Stock Option Plan. Accordingly, this Post-Effective Amendment is being filed to de-register 332,173 shares previously registered for issuance pursuant to the 1995 Stock Option Plan. The 332,173 shares shall be registered under a Registration Statement on Form S-8 being filed by the Company for shares issuable under the 1998 Stock Option Plan. 1 SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all 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 Covington, State of Louisiana on the 31st day of March, 1999. SCP POOL CORPORATION By: /s/ Wilson B. Sexton --------------------------------- Wilson B. Sexton Chairman and Chief Executive Officer POWER OF ATTORNEY ------------------ KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Wilson B. Sexton and Craig K. Hubbard and each of them, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 31, 1999. Signature Title /s/ Wilson B. Sexton Chairman, Chief Executive Officer, and - ----------------------------------- Director Wilson B. Sexton /s/ Manuel J. Perez de la Mesa President, Chief Operating Officer - ----------------------------------- Manuel J. Perez de la Mesa /s/ Craig K. Hubbard Secretary, Treasurer and Chief Financial - ----------------------------------- Officer Craig K. Hubbard /s/ Andrew W. Code Director - ----------------------------------- Andrew W. Code /s/ James J. Gaffney Director - ----------------------------------- James J. Gaffney /s/ Peter M. Gotsch Director - ----------------------------------- Peter M. Gotsch /s/ Frank J. St. Romain Director - ----------------------------------- Frank J. St. Romain /s/ Robert C. Sledd Director - ----------------------------------- Robert C. Sledd INDEX TO EXHIBITS ----------------- Sequential Exhibit Page Number Description Number - ------ ----------- ---------- 23.1 Consent of Ernst & Young LLP.