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As filed with the Securities and Exchange Commission on September 29, 1995 Registration No. 33-123 ================================================================================ 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 ------------ ZAPATA CORPORATION (Exact name of registrant as specified in its charter) DELAWARE C-74-1339132 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P.O. BOX 4240 77210-4240 HOUSTON, TEXAS (Zip Code) (Address of Principal Executive Offices) ------------ ZAPATA HAYNIE CORPORATION PROFIT-SHARING/SAVINGS PLAN (Full title of the plan) ------------ JOSEPH L. VON ROSENBERG III VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY ZAPATA CORPORATION P.O. BOX 4240 HOUSTON, TEXAS 77210-4240 (Name and address of agent for service) (713) 940-6100 (Telephone number, including area code, of agent for service) ------------ ================================================================================ DEREGISTRATION OF UNISSUED SECURITIES This Post-Effective Amendment to Registration Statement on Form S-8 (Registration No. 33-123) (the "Registration Statement") of Zapata Corporation, a Delaware corporation (the "Company"), is being filed to deregister (i) certain shares of the Company's common stock, par value $0.25 per share ("Common Stock"), which were registered for issuance pursuant to the Zapata Haynie Corporation Profit-Sharing/Savings Plan (the "Plan"), and (ii) related participation interests in the Plan. The Registration Statement registered 705,882 shares of Common Stock to be offered pursuant to the Plan and $6,000,000 of participation interests in the Plan. Effective with the beginning of the Plan's 1995 fiscal year (October 1, 1994), the option to make additional investments in Common Stock under the Plan was terminated. Accordingly, no additional shares of Common Stock or related participation interests will be offered or sold pursuant to the Registration Statement, and the Company hereby removes from registration such of the 705,882 shares of Common Stock and related participation interests as remain unsold. -1- SIGNATURES The Registrant. 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 amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on September 29, 1995. ZAPATA CORPORATION By: /s/ LAMAR C. MCINTYRE ------------------------------------ Lamar C. McIntyre Vice President, Chief Financial Officer and Treasurer The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on September 29, 1995. ZAPATA HAYNIE CORPORATION PROFIT-SHARING/SAVINGS PLAN By: /s/ LAMAR C. MCINTYRE --------------------------------------- Lamar C. McIntyre Member of the Pension and Benefits Committee By: /s/ ROBERT A. GARDINER ---------------------------------------- Robert A. Gardiner Member of the Pension and Benefits Committee II-1