S-8 POS 1 united-postamendment.txt As filed with the Securities and Exchange Commission on March 23, 2004 Registration No. 333-112479 ================================================================================ 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 COMPANIES NEVADA CORPORATION 88-0374969 (State or Other Jurisdiction (Name of Registrant in (I.R.S. Employer of Incorporation Our Charter) Identification No.) or Organization) DAVID L. NORRIS DAVID L. NORRIS 15814 CHAMPION FOREST DRIVE, 15814 CHAMPION FOREST DRIVE SUITE 305 SUITE 305 SPRING, TEXAS 77379 SPRING, TEXAS 77379 (281) 296-0170 5136 (281) 296-0170 (Address and telephone (Primary Standard (Name, address and number of Principal Industrial telephone number Executive Offices and Classification Code of agent for service) Principal Place of Business) Number) Copies to: Clayton E. Parker, Esq. Ronald S. Haligman, Esq. Kirkpatrick & Lockhart LLP Kirkpatrick & Lockhart LLP 201 S. Biscayne Boulevard, Suite 2000 201 S. Biscayne Boulevard, Suite 2000 Miami, Florida 33131 Miami, Florida 33131 (305) 539-3300 (305) 539-3300 Telecopier No.: (305) 358-7095 Telecopier No.: (305) 358-7095 Approximate date of commencement of proposed sale to the public: NOT APPLICABLE If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. |_| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |X| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| EXPLANATORY PARAGRAPH The Registrant Statement became effective automatically (pursuant to Rule 462 of the Securities Act of 1933, as amended) upon filing with the Securities and Exchange Commission on February 4, 2004. The purpose of this post-effective amendment is to deregister 40,000,000 shares of common stock, par value $0.001 per share, of United Companies Corporation, a Nevada corporation, which have not been sold under the Registration Statement. The Registration Statement had registered a total of 50,000,000 shares of common stock of United Companies pursuant to United Companies' 2004 Stock Incentive Plan. Subsequently, United Companies issued 10,000,000 shares of common stock under the 2004 Stock Incentive Plan, which were sold pursuant to the Registration Statement. SIGNATURE Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Spring, Texas on March 22, 2004. UNITED COMPANIES CORPORATION By: /s/ David L. Norris ------------------------------------------ David L. Norris President (Principal Executive Officer and Principal Accounting 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 TITLE DATE /s/ David L. Norris President (Principal Executive Officer March 22, 2004 --------------------- and Principal Accounting Officer) and David L. Norris Director