Post-Effective Amendment No. 1 to Form S-8
 
As Filed with the Securities and Exchange Commission on  June 24, 2005
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-114531)
 

 
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
 
UNITED DEFENSE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation or organization)
 
52-2059782
(I.R.S. Employer Identification No.)
 
1525 Wilson Boulevard, Suite 700,
Arlington, Virginia, 22209-2411
(Address of Principal Executive Offices)
 
Incentive Award Plan of United Defense Industries, Inc. 
(Full title of the plan)
  
 
Thomas W. Rabaut
President and Chief Executive Officer
United Defense Industries, Inc.
1525 Wilson Boulevard, Suite 700,
Arlington, Virginia, 22209-2411
(703) 312-6100
(Name, address and telephone number, including area code, of agent for service)
 
Copy to:
Sheila C. Cheston
Senior Vice President, General Counsel and Secretary
BAE Systems, Inc.
1601 Research Boulevard
Rockville, Maryland 20850
(301) 838-6000
 
 
 




Deregistration of Securities
 
Pursuant to Rule 478(a)(4) under the Securities Act of 1933, as amended, United Defense Industries, Inc. (the “Company”) hereby withdraws from registration under this Post-Effective Amendment No. 1 any and all shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”), originally registered under the Registration Statement on Form S-8 (File No. 333-114531) which have not been issued. In connection with the merger of the Company with Ute Acquisition Company Inc., a wholly owned subsidiary of BAE Systems, Inc. (formally known as BAE SYSTEMS North America Inc.), the amended and restated United Defense Stock Option Plan in the form of the Incentive Award Plan of United Defense Industries, Inc. pursuant to which the shares would have been issued, has been amended so that no additional shares of Company Common Stock may be issued or sold under such plan.
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. 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 Post-Effective Amendment No. 1 to its Registration Statement on Form S-8 (File No. 333-114531) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
 
UNITED DEFENSE INDUSTRIES, INC.
 
By:  /s/ Thomas W. Rabaut
_____________________________________
Name: Thomas W. Rabaut
Title: President and Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-114531) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
 
        Title
 
    Date
 
 /s/ Thomas W. Rabaut
 
President and Chief Executive Officer
 
June 24, 2005
Name: Thomas W. Rabaut
 
(Principal Executive Officer)
 
  
 /s/ Francis Raborn
 
Chief Financial Officer
 
June 24, 2005
Name: Francis Raborn
 
(Principal Financial Officer and Principal Accounting Officer)
 
  

 
2
 
 
 /s/ Mark H. Ronald
 
Director
 
June 24, 2005
Name: Mark H. Ronald
 
    
 /s/ Sheila C. Cheston
 
Director
 
June 24, 2005
Name: Sheila C. Cheston
 
    

 
 
3