As filed with the Securities and Exchange Commission on May 8, 2001. Registration No. 333-85857 ____________________________________________________________________ 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 ______________________ Giant Industries, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-0642718 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 23733 North Scottsdale Road Scottsdale, Arizona 85255 (Address of Principal Executive Offices) (Zip Code) ______________________ GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES 401(k) PLAN (Full title of the Plan) ______________________ KIM H. BULLERDICK Vice President, General Counsel, and Secretary 23733 North Scottsdale Road Scottsdale, Arizona 85255 (Name and Address of Agent for Service) (480) 585-8888 (Telephone Number, Including Area Code, of Agent for Service) With a copy to: W. T. Eggleston, Jr. Fennemore Craig, P.C. 3003 North Central Avenue, Suite 2600 Phoenix, Arizona 85012-2913 (602) 916-5000 DE-REGISTRATION OF SHARES The Registrant previously filed a Form S-8 Registration Statement (No. 333-85857) with the Commission on August 25, 1999 (the "Original Registration Statement"). The Original Registration Statement registered 150,000 shares of the Registrant's Common Stock, together with an indeterminate number of plan interests, for sale pursuant to the Giant Industries, Inc. and Affiliated Companies 401(k) Plan (the "Plan"). In addition to the Plan, the Registrant previously maintained an unregistered employee stock ownership plan (the "Former ESOP"). Effective January 1, 2001, the Registrant merged the Former ESOP with the Plan. The assets of the Former ESOP were transferred into the Plan on or about April 24, 2001. As a result of the merger of the Former ESOP and the Plan and amendments to the Plan, the Registrant filed a new Form S-8 Registration Statement (No. 333-59502) with the Commission on April 25, 2001 (the "New Registration Statement") registering 250,000 shares of the Registrant's Common Stock, together with an indeterminate number of plan interests, for sale pursuant to the Plan. Accordingly, the Registrant hereby deregisters the 112,661 shares of Common Stock registered pursuant to the Original Registration Statement that have not yet been sold under the Plan, together with the related plan interests. Any future sales will be made pursuant to the New Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona on May 8, 2001. GIANT INDUSTRIES, INC. By: /s/ JAMES E. ACRIDGE -------------------------------- James E. Acridge Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ JAMES E. ACRIDGE - ------------------------- Chairman of the Board, May 8, 2001 James E. Acridge President, Chief Executive Officer, Director (Principal Executive Officer) /s/ MARK B. COX - ------------------------- Vice President, Treasurer, May 8, 2001 Mark B. Cox Financial Officer and Assistant Secretary (Principal Financial Officer) /s/ GARY R. DALKE - ------------------------- Vice President, Controller, May 8, 2001 Gary R. Dalke Accounting Officer and Assistant Secretary (Principal Accounting Officer) /s/ FREDRIC L. HOLLIGER - ------------------------- Executive Vice President, May 8, 2001 Fredric L. Holliger Chief Operating Officer, Director /s/ F. MICHAEL GEDDES - ------------------------- Director May 8, 2001 F. Michael Geddes /s/ ANTHONY J. BERNITSKY - ------------------------- Director May 8, 2001 Anthony J. Bernitsky /s/ RICHARD T. KALEN, JR. - ------------------------- Director May 8, 2001 Richard T. Kalen, Jr. /s/ MICHAEL H. K. STARR - ------------------------- Director May 8, 2001 Michael H. K. Starr GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES 401(k) PLAN Pursuant to the requirements of the Securities Act of 1933, the Giant Industries, Inc. and Affiliated Companies 401(k) Plan has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona on May 8, 2001. Giant Industries, Inc. and Affiliated Companies 401(k) Plan By: /s/ CHARLES F. YONKER By: /s/ GARY R. DALKE --------------------------- --------------------------- Name: Charles F. Yonker Name: Gary R. Dalke Title: Member of 401(k) Plan Title: Member of 401(k) Plan Administrative Committee Administrative Committee