As filed with the Securities and Exchange Commission on June 5, 1997 Registration No. 33-68890 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 ----------------------------------------------------------------- APPLIANCE RECYCLING CENTERS OF AMERICA, INC. (Exact name of issuer as specified in its charter) MINNESOTA 41-1454591 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 7400 EXCELSIOR BOULEVARD, MINNEAPOLIS, MINNESOTA 55426 (Address of principal executive offices, including Zip Code) APPLIANCE RECYCLING CENTERS OF AMERICA, INC. RESTATED 1989 STOCK OPTION PLAN (Full title of the plan) KENT S. MCCOY Copy to: VICE PRESIDENT, FINANCE ELIZABETH H. COBB, ESQ. APPLIANCE RECYCLING CENTERS OF AMERICA, INC. MACKALL, CROUNSE & MOORE 7400 EXCELSIOR BOULEVARD 1400 AT&T TOWER MINNEAPOLIS, MINNESOTA 55426 901 MARQUETTE AVENUE (Name and address of agent for service) MINNEAPOLIS, MINNESOTA 55402 (612) 305-1400 (612) 930-9000 (Telephone number, including area code, of agent for service) PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. EXHIBIT NUMBER DESCRIPTION - ------ ----------- * 5.1 Opinion of Mackall, Crounse & Moore as to the legality of Common Stock of the Company. *24.1 Consent of McGladrey & Pullen, LLP. *24.2 Consent of Mackall, Crounse & Moore [included in its opinion filed as Exhibit 5.1]. *25.1 Powers of Attorney [included as part of original signature page]. *28.1 Appliance Recycling Centers of America, Inc. Restated 1989 Stock Option Plan. +28.2 Amendment, effective April 24, 1997, to Restated 1989 Stock Option Plan. * Previously filed + Filed herewith 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota as of June 4, 1997. APPLIANCE RECYCLING CENTERS OF AMERICA, INC. By /s/ Edward R. Cameron Edward R. Cameron Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed, as of June 4, 1997, by the following persons in the capacities indicated. Signature Title - --------- ----- /s/ Edward R. Cameron Chairman of the Board, President, Edward R. Cameron Chief Executive Officer and Director (Principal Executive Officer) /s/ Kent S. McCoy Vice President and Treasurer Kent S. McCoy (Principal Accounting Officer) * Director George B. Bonniwell * Director Duane S. Carlson * Director Harry W. Spell *By: /s/ Kent S. McCoy Kent S. McCoy, Attorney-in-Fact