As filed with the Securities and Exchange Commission on April 29, 2003. Registration No. 333-59502 _____________________________________________________________________________ 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. 333-59502) with the Commission on April 25, 2001 (the "Original Registration Statement"). The Original Registration Statement registered 250,000 shares of the Registrant's Common Stock, together with an indeterminate number of plan interests, for purchase pursuant to the Giant Industries, Inc. and Affiliated Companies 401(k) Plan (the "Plan"). On April 2, 2003, the Registrant filed a new Form S-8 Registration Statement (No. 333-104249) with the Commission (the "New Registration Statement") registering 2,000,000 shares of the Registrant's Common Stock, together with an indeterminate number of plan interests, for contribution to or purchase pursuant to the Plan. Accordingly, the Registrant hereby deregisters any remaining 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 April 29, 2003. GIANT INDUSTRIES, INC. By: /s/ FRED L. HOLLIGER* -------------------------- Fred L. Holliger Chairman of the Board 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/ FRED L. HOLLIGER* Chairman of the Board, April 29, 2003 - ------------------------- Chief Executive Officer, Fred L. Holliger Director (Principal Executive Officer) /s/ MARK B. COX* Vice President, Treasurer, April 29, 2003 - ------------------------- Chief Financial Officer and Mark B. Cox Assistant Secretary (Principal Financial Officer) /s/ GARY R. DALKE* Vice President, Controller, April 29, 2003 - ------------------------- Chief Accounting Officer and Gary R. Dalke Assistant Secretary (Principal Accounting Officer) /s/ GEORGE M. RAPPORT Director April 29, 2003 - ------------------------- George M. Rapport /s/ LARRY L. DEROIN Director April 29, 2003 - ------------------------- Larry L. DeRoin /s/ ANTHONY J. BERNITSKY* Director April 29, 2003 - ------------------------- Anthony J. Bernitsky /s/ RICHARD T. KALEN, JR* Director April 29, 2003 - ------------------------- Richard T. Kalen, Jr. /s/ BROOKS J. KLIMLEY Director April 29, 2003 - ------------------------- Brooks J. Klimley /s/ JAMES E. ACRIDGE* Director April 29, 2003 - ------------------------- James E. Acridge 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 April 29, 2003. Giant Industries, Inc. and Affiliated Companies 401(k) Plan By: /s/ NATALIE DOPP By: /s/ GARY R. DALKE* --------------------------- --------------------------- Name: Natalie Dopp Name: Gary R. Dalke Title: Member of 401(k) Plan Title: Member of 401(k) Plan Administrative Committee Administrative Committee *By: /s/ KIM H. BULLERDICK --------------------------- Name: Kim H. Bullerdick Title: Attorney-in-Fact