Unassociated Document
As filed with the Securities and Exchange Commission on February 16, 2006
Registration No. 333-61638

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

ENODIS PLC
(Exact name of Registrant as specified in its charter)

England and Wales
(State or other jurisdiction of
incorporation or organization)
Not Applicable
(I.R.S. Employer Identification No.)


Washington House, 40-41 Conduit Street, London W1S 2YQ, United Kingdom
(Address of principal executive offices)
________________________

EMPLOYEE STOCK PURCHASE PLAN
ENODIS 2001 EXECUTIVE SHARE OPTION SCHEME
ENODIS SHARE MATCHING SCHEME
1995 EXECUTIVE SHARE OPTION SCHEME
(Full title of the Plans)
________________________

David R. Hooper, Company Secretary
Enodis plc
Washington House
40-41 Conduit Street
London W1S 2YQ, United Kingdom
(44) 207-304-6000
(Name and address, and telephone number, including area code, of agent for service)

Copy to:

Pamela E. Flaherty, Esq.
Blank Rome LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 885-5000

 
EXPLANATORY NOTE - DEREGISTRATION OF SECURITIES:

Enodis plc is filing this Post-Effective Amendment to its registration statement on Form S-8 (File No. 333-61638) pursuant to the registrant’s undertaking under Item 512(a)(3) of Regulation S-K. In accordance with that undertaking, the registrant hereby removes from registration all the ordinary shares that remain unsold under its Employee Stock Purchase Plan, the Enodis 2001 Executive Share Option Scheme, the Enodis Share Matching Scheme and its 1995 Executive Share Option Scheme.


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 Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of London, England, on the 16th day of February 2006.
 
     
  ENODIS PLC
 
 		  
 		  
 
  By:   /s/ David S. McCulloch
 
David S. McCulloch,
  Chief Executive 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 dates indicated.

Signature
Date
Title
     
/s/ David S. McCulloch
David S. McCulloch 
February 16, 2006
Chief Executive Officer (Principal Executive Officer), Director and Authorized Representative in the United States
     
/s/ W. David Wrench
W. David Wrench
February 16, 2006
Chief Financial Officer (Principal Financial and Principal
Accounting Officer) and Director
     
/s/ Robert C. Eimers
Robert C. Eimers
February 16, 2006
Executive Vice President, Global Human Resources and Director
     
/s/ Peter M. Brooks
Peter M. Brooks
February 16, 2006
Chairman of the Board of Directors
     
/s/ G. Michael Cronk
G. Michael Cronk
February 16, 2006
Director
     
/s/ Waldemar Schmidt
Waldemar Schmidt
February 16, 2006
Director
     
/s/ Michael R. Arrowsmith
Michael R. Arrowsmith
February 16, 2006
Director
     
/s/ Joseph J. Ross
Joseph J. Ross
February 16, 2006
Director