Lindal Cedar Homes Inc/DE – ‘S-8 POS’ on 3/26/01

On:  Monday, 3/26/01, at 4:58pm ET   ·   Effective:  3/26/01   ·   Accession #:  1095811-1-500650   ·   File #:  333-28509

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment No.1 to Form S-8              3     17K 

S-8 POS
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  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 2001
                                                      REGISTRATION NO. 333-28509
--------------------------------------------------------------------------------

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

----------------------

LINDAL CEDAR HOMES, INC.
(Exact name of registrant as specified in its charter)

                                                        [Enlarge/Download Table]
                                                                                      
                  DELAWARE                                     91-0508250             
(State or other jurisdiction of incorporation or  (I.R.S. Employer Identification No.)
               organization)                                                          

4300 SOUTH 104TH PLACE
 SEATTLE, WA 98178
(206) 725-0900
 (Address, including zip code, and telephone number, including
 area code of principal executive offices)

 LINDAL CEDAR HOMES, INC. 1997 STOCK OPTION PLAN
 (Full title of the plans)

DENNIS L. GREGG 
 CHIEF FINANCIAL OFFICER
LINDAL CEDAR HOMES, INC.
4300 SOUTH 104TH PLACE
 SEATTLE, WA 98178
(206) 725-0900
 (Name, address and telephone number, including area code,
 of agent for service)

----------------------

COPIES TO:

MICHAEL E. STANSBURY
PERKINS COIE LLP
 1201 THIRD AVENUE, SUITE 4800
SEATTLE, WASHINGTON 98101-3099
(206) 583-8888

----------------------

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

======================================================================================================================

TITLE OF SECURITIES     AMOUNT TO BE         PROPOSED MAXIMUM              PROPOSED MAXIMUM               AMOUNT OF   
 TO BE REGISTERED       REGISTERED(1)    OFFERING PRICE PER SHARE      AGGREGATE OFFERING PRICE       REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                                                                                                      
       N/A*                 N/A*                   N/A*                          N/A*                        N/A*     
----------------------------------------------------------------------------------------------------------------------

* All remaining shares authorized for issuance under the 1997 Stock Option Plan 
are being deregistered in accordance with this Post-Effective Amendment No. 1.  

S-8 POS
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DEREGISTRATION OF SECURITIES

     Pursuant to the Registration Statement on Form S-8, Registration Number
333-28509 (the "Registration Statement"), filed on June 4, 1997, to which this  
Post-Effective Amendment No. 1 relates, Lindal Cedar Homes, Inc. (the           
"Registrant") registered an aggregate of 250,000 shares of common stock         
(including an indeterminate number of additional shares that may be issued to   
adjust the number of shares issued pursuant to such employee benefit plan       
because of any future stock split, stock dividend or similar adjustment of the  
Registrant's outstanding common stock).                                         

      The Registrant recently completed its tender offer to purchase shares of
its common stock, except for shares held by certain insiders, at midnight New   
York City time on January 26, 2001. Approximately 1,990,400 shares were         
tendered. This represents approximately 93% of the outstanding shares, excluding
shares held by insiders Robert W. Lindal, Sir Walter Lindal, Martin J. Lindal   
and Douglas F. Lindal, who indicated when the tender was announced that they    
would not tender their shares at this time. As part of the tender offer, the    
registrant accelerated the vesting of outstanding stock options so that all such
options became fully exercisable and provided optionees with an opportunity to  
surrender such options in exchange for payment in cash of the net value of the  
options (subject to withholding of applicable taxes). As a result of the tender 
offer, the Registrant currently has less than 240 shareholders of record and has
43 optionees, including 4 of the Lindal Family Members outstanding. Concurrently
with this Post-Effective Amendment No.1, the Registrant has filed a             
Certification and Notice of Termination of Registration on Form 15 with         
Securities and Exchange Commission.                                             

  This Post-Effective Amendment No. 1 deregisters all remaining shares
previously authorized for issuance under the 1997 Stock Option Plan and         
registered on the Registration Statement.                                       

S-8 POS
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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
of the requirements for filing on Post-Effective Amendment No. 1 to Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the   
undersigned, thereunto duly authorized, in the Seattle, Washington, on the 26th 
day of March, 2001.                                                             

                        LINDAL CEDAR HOMES, INC.

                        By: /s/ ROBERT W. LINDAL
                                           -------------------------------------
                      Robert W. Lindal
                             Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this  
Post-Effective Amendment No. 1 to the Registration Statement has been signed by 
the following persons in the capacities indicated below on the 26th day of      
March, 2001.                                                                    

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                  SIGNATURE                                     TITLE                          
                  ---------                                     -----                          
                                                                                               
             /s/ Robert W. Lindal               Chief Executive Officer and Director           
----------------------------------------------                                                 
               Robert W. Lindal                                                                

             /s/ Dennis L. Gregg                Chief Financial Officer                        
----------------------------------------------                                                 
               Dennis L. Gregg                                                                 

            /s/ Douglas F. Lindal               President, Chief Operating Officer and Director
----------------------------------------------                                                 
              Douglas F. Lindal                                                                

             /S/ Martin J. Lindal               Vice President Information Systems, Assistant  
----------------------------------------------  Secretary and Director                         
               Martin J. Lindal                                                                

            /S/ Charles T. Collins              Director                                       
----------------------------------------------                                                 
              Charles T. Collins                                                               

            /S/ Charles R. Widman               Director                                       
----------------------------------------------                                                 
              Charles R. Widman                                                                

            /S/ Sir Walter Lindal               Director                                       
----------------------------------------------                                                 
              Sir Walter Lindal                                                                

           /S/ William M. Weisfield             Director                                       
----------------------------------------------                                                 
             William M. Weisfield                                                              

             /S/ Steven G. Conley               Director                                       
----------------------------------------------                                                 
               Steven G. Conley                                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8 POS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		3/26/01		1					15-12G,  S-8 POS
		1/26/01		2
		6/4/97		2					S-8
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