Registration No. 333-564 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 FINISHMASTER, INC. (Exact name of registrant as specified in its charter) -------------------------------------------- ----------------------------------- Indiana 38-2252096 (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) -------------------------------------------- ----------------------------------- 54 Monument Circle, Suite 800 Indianapolis, Indiana 46204 (address of Principal Executive Offices) (Zip Code) FINISHMASTER, INC. STOCK OPTION PLAN (Full title of plan) FinishMaster, Inc. 54 Monument Circle, Suite 800 Indianapolis, Indiana 46204 (Name and address of agent for service) 317-237-3678 (Telephone number, including area code, of agent for service.) Deregistration of Securities On January 23, 1996, FinishMaster, Inc. filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration Statement No. 333-564) (the "Registration Statement") registering 600,000 shares of FinishMaster, Inc. Common Stock, no par value, to be issued to participants under the FinishMaster, Inc. Stock Option Plan (the "Plan"). There are 141,984 unissued shares remaining under the Plan which were registered on Registration Statement No. 333-564. Pursuant to the undertaking contained in the Registration Statement, FinishMaster, Inc. is filing this Post-effective Amendment to deregister the securities that were registered under the Registration Statement and remain unissued under the Plan. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities. Signatures Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused their Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, and the State of Indiana, on this day of July 7, 2003. Dated: July 7, 2003. /s/ Robert R. Millard ------------------------------------- Robert R. Millard, Senior Vice President, Secretary, Treasurer & Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date Principal Executive Officer: /s/ Andre B. Lacy ------------------------------------ Chairman, Chief Executive July 7, 2003 Andre B. Lacy Officer & Director Principal Financial and Accounting Officer: /s/ Robert R. Millard ------------------------------------ Sr. Vice President, Secretary, July 7, 2003 Robert R. Millard Treasurer & Chief Financial Officer A Majority of the Board of Directors: Director July 7, 2003 /s/ Andre B. Lacy ------------------------------------ Andre B. Lacy Director July 7, 2003 /s/ Thomas U. Young ------------------------------------ Thomas U. Young Director July 7, 2003 /s/ Peter L. Frechette ------------------------------------ Peter L. Frechette Director July 7, 2003 /s/ Michael L. Smith ------------------------------------ Michael L. Smith Director July 7, 2003 /s/ Walter S. Wiseman ------------------------------------ Walter S. Wiseman Director ______, 2003 ------------------------------------ David W. Knall Director July 7, 2003 /s/ J. A. Lacy ------------------------------------ J.A. Lacy