As Filed With the Securities and Exchange Commission on June 29, 2005
Registration No. 333-114097
_______________________________________________________________________________
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
______________________
Seneca Foods Corporation
(Exact name of registrant as specified in its charter)
New York 16-0733425
(State of Incorporation) (I.R.S. Employer Identification No.)
3736 South Main Street
Marion, New York 14505
(315) 926-8100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
_________________
Seneca Foods, L.L.C. 401(k) Retirement Savings Plan
(Full title of the plans)
_________________
Kraig H. Kayser
President and Chief Executive Officer
3736 South Main Street
Marion, New York 14505
(315) 926-8100
(Name, address, including zip code, and telephone number, including area code
of agent for service)
_________________
Copies to:
William I. Schapiro, Esq.
Jaeckle Fleischmann & Mugel, LLP
800 Fleet Bank Building
Twelve Fountain Plaza
Buffalo, New York 14202
(716) 856-0600
DEREGISTRATION OF SECURITIES
On March 31, 2004, Seneca Foods Corporation (the "Company") filed a
Registration Statement on Form S-8, Registration No. 333-114097 (the
"Registration Statement"), for the sale of 40,000 shares of Class A Common Stock
of the Company and 10,000 shares of Class B Common Stock of the Company
(collectively, the "Common Stock") under the Seneca Foods, L.L.C. 401(k)
Retirement Savings Plan (the "Plan") and an indeterminate amount of interests to
be offered or sold pursuant to the Plan.
The Company merged the Plan into the Seneca Foods Corporation Employees'
Savings Plan (the "Merger"). No shares of Common Stock were issued pursuant to
the Plan prior to the Merger. The Company files this Post-Effective Amendment
No. 1 to deregister all shares of the Common Stock and Plan interests originally
registered by the Registration Statement. The Registration Statement is hereby
amended, as appropriate, to reflect the deregistration of such shares of the
Common Stock and Plan interests.
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 No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Marion, New York, on June 29, 2005.
SENECA FOODS CORPORATION
By: /s/Philip G. Paras
-----------------------------
Philip G. Paras, Chief Financial 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 and on the dates indicated.
Signature Title Date
--------- ----- ----
_________*_______________
Arthur S. Wolcott Chairman and Director June 29, 2005
_________*_______________ President, Chief Executive
Kraig H. Kayser Officer and Director June 29, 2005
_________*_______________
Philip G. Paras Chief Financial Officer June 29, 2005
_________*_______________
Jeffrey L. Van Riper Controller and Secretary June 29, 2005
_________*_______________
Arthur H. Baer Director June 29, 2005
_________*_______________
Andrew M. Boas Director June 29, 2005
_________*_______________
Robert T. Brady Director June 29, 2005
_________*_______________
Douglas F. Brush Director June 29, 20054
_________*_______________
G. Brymer Humphreys Director June 29, 2005
________________________
Thomas Paulson Director
_________*_______________
Susan W. Stuart Director June 29, 2005
_/s/ Kraig H. Kayser_________
* Kraig H. Kayser
Individually and as Attorney-in-Fact