As filed with the Securities and Exchange Commission on February 27, 2003 Registration No. 333-60926 ================================================================================ 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 ____________________ FAB INDUSTRIES, INC. (Exact name of Registrant as specified in its charter) DELAWARE 13-2581181 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) ____________________ 200 MADISON AVENUE NEW YORK, NEW YORK 10016 (212) 592-2700 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ____________________ FAB INDUSTRIES, INC. 2001 STOCK INCENTIVE PLAN (Full title of the plan) ____________________ DAVID A. MILLER VICE PRESIDENT-FINANCE, TREASURER AND CHIEF FINANCIAL OFFICER FAB INDUSTRIES, INC. 200 MADISON AVENUE NEW YORK, NEW YORK 10016 (212) 592-2700 (Name, address, including zip code, and telephone number, including area code, of agent for service) ____________________ COPY TO: MARILYN SOBEL, ESQ. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019-6064 (212) 373-3000 ================================================================================ EXPLANATORY NOTE On May 15, 2001, the registrant filed a Registration Statement on Form S-8 (File No. 333-60926), relating to 200,000 shares of its common stock, par value $.20 per share (the "Common Stock"), to be issued under the Fab Industries, Inc. 2001 Stock Incentive Plan (the "Plan"). The Plan has been terminated. As of the date of this Post-Effective Amendment No. 1, no shares of Common Stock have been issued under the Registration Statement, leaving an aggregate of 200,000 shares available for issuance. This Post-Effective Amendment No. 1 is being filed to deregister the 200,000 shares of Common Stock under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment No. 1. SIGNATURES Pursuant to the requirements of the Securities Act, 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 New York, State of New York, on February 27, 2003. FAB INDUSTRIES, INC. By: /s/ Samson Bitensky --------------------------------------- Samson Bitensky Chairman of the Board of Directors and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below on February 27, 2003 by the following persons in the capacities indicated. SIGNATURE TITLES --------- ------ /s/ Samson Bitensky Chairman of the Board of Directors, Chief ----------------------------- Executive Officer and Director (Principal Samson Bitensky Executive Officer) /s/ David A. Miller Vice President-Finance, Treasurer and Chief ----------------------------- Financial Officer (Principal Financial and David A. Miller Accounting Officer) Director ----------------------------- Steven Myers Director ----------------------------- Martin B. Bernstein * Director ----------------------------- Lawrence H. Bober * Director ----------------------------- Frank S. Greenberg Director ----------------------------- Susan B. Lerner * Director ----------------------------- Richard Marlin *By: /s/ David A. Miller ------------------------ David A. Miller Attorney-in-fact