AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 2001
REGISTRATION NO. 333-80921
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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
USA EDUCATION, INC.
(formerly SLM Holding Corporation)
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 52-2013874
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1160 SALLIE MAE DRIVE
RESTON, VIRGINIA 20193
(Address of Principal Executive Offices) (Zip Code)
SALLIE MAE DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
(Full Title of the Plan)
MARIANNE M. KELER
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
USA EDUCATION, INC.
11600 SALLIE MAE DRIVE
RESTON, VIRGINIA 20193
(Name and Address of Agent for Service)
(703) 810-3000
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
THOMAS D. WASHBURNE, JR., ESQ.
MICHAEL W. CONRON, ESQ.
VENABLE, BAETJER AND HOWARD, LLP
SUITE 1800, 2 HOPKINS PLAZA
BALTIMORE, MD 21201-2978
(410) 244-7400
DEREGISTRATION
In accordance with the undertakings contained in Part II of this
Registration Statement and Item 512 of Regulation S-K, USA Education, Inc.
(formerly SLM Holding Corporation) (the "Company") has filed this Post-Effective
Amendment No. 1 to remove from registration $6,839,157 of unsecured obligations
of the Company to pay deferred compensation in the future in accordance with the
terms of the Sallie Mae Deferred Compensation Plan for Key Employees. The
Company intends to register all securities that are removed from registration by
this Post-Effective Amendment No. 1 on Form S-8 and to transfer the fee paid in
connection with this registration statement in accordance with Rule 457(p).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the Corporation's Registration Statement on
Form S-8 (Registration No. 333-80921) to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Reston, Commonwealth of
Virginia, on this 27th day of August 2001.
USA EDUCATION, INC.
By: /s/ ALBERT L. LORD
-----------------------------------
Albert L. Lord
Each person whose signature appears below constitutes and appoints
Marianne M. Keler and Mary F. Eure, and each of them, his or her true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, severally, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Corporation's Registration Statement on
Form S-8 has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ ALBERT L. LORD Chief Executive Officer August 27, 2001
- -------------------------------- (Principal Executive Officer)
Albert L. Lord
/s/ JOHN F. REMONDI Chief Financial Officer August 27, 2001
- -------------------------------- (Principal Financial and
John F. Remondi Accounting Officer)
/s/ EDWARD A. FOX Chairman of the Board of Directors August 27, 2001
- --------------------------------
Edward A. Fox
/s/ CHARLES L. DALEY Director August 27, 2001
- --------------------------------
Charles L. Daley
/s/ WILLIAM M. DIEFENDERFER, III Director August 27, 2001
-------------------------------
William M. Diefenderfer, III
/s/ THOMAS J. FITZPATRICK Director August 27, 2001
- --------------------------------
Thomas J. Fitzpatrick
/s/ DIANE SUITT GILLELAND Director August 27, 2001
- --------------------------------
Diane Suitt Gilleland
/s/ EARL A. GOODE Director August 27, 2001
- --------------------------------
Earl A. Goode
/s/ ANN TORRE GRANT Director August 27, 2001
- --------------------------------
Ann Torre Grant
/s/ RONALD F. HUNT Director August 27, 2001
- --------------------------------
Ronald F. Hunt
/s/ BENJAMIN J. LAMBERT, III Director August 27, 2001
- --------------------------------
Benjamin J. Lambert, III
/s/ JAMES C. LITZENICH Director August 27, 2001
- --------------------------------
James C. Litzenich
/s/ BARRY A. MUNITZ Director August 27, 2001
- --------------------------------
Barry A. Munitz
/s/ A. ALEXANDER PORTER, JR Director August 27, 2001
- --------------------------------
A. Alexander Porter, Jr.
/s/ WOLFGANG SCHOELLKOPF Director August 27, 2001
- --------------------------------
Wolfgang Schoellkopf
/s/ STEVEN L. SHAPIRO Director August 27, 2001
- --------------------------------
Steven L. Shapiro
/s/ BARRY L. WILLIAMS Director August 27, 2001
- --------------------------------
Barry L. Williams
