-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QA7/m2tBwmySx0ZMuJ6mk32zaeywEgvWqA7Dxpd0JkDznhr8AgLOpxeBDUqZlRtx ynKs6tvK6at34NaKIpFskA== 0000006164-97-000014.txt : 19970425 0000006164-97-000014.hdr.sgml : 19970425 ACCESSION NUMBER: 0000006164-97-000014 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970424 EFFECTIVENESS DATE: 19970424 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMP INC CENTRAL INDEX KEY: 0000006164 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 230332575 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-22676 FILM NUMBER: 97586497 BUSINESS ADDRESS: STREET 1: P O 3608 CITY: HARRISBURG STATE: PA ZIP: 17105 BUSINESS PHONE: 7175640100 MAIL ADDRESS: STREET 1: PO BOX 3608 M S 176 41 CITY: HARRISBURG STATE: PA ZIP: 17105 FORMER COMPANY: FORMER CONFORMED NAME: AMP INC & PAMCOR INC DATE OF NAME CHANGE: 19890410 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN METAL PRODUCTS CO DATE OF NAME CHANGE: 19661211 S-8 POS 1 S-8 POST-EFFECTIVE AMENDMENT NO. 2 As filed with the Securities and Exchange Commission on April 24, 1997 Registration No. 33-22676 ----------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- POST-EFFECTIVE AMENDMENT NO. 2 TO Form S-8 OF FORM S-4 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------- AMP INCORPORATED (Exact name of registrant as specified in its charter) Pennsylvania 23-0332575 (state or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 470 Friendship Road Harrisburg, Pennsylvania 17111 (717) 564-0100 (Address, including zip code, and telephone number, including area code, of principal executive offices, including zip code) 1982 INCENTIVE STOCK OPTION PLAN FOR KEY EMPLOYEES OF MATRIX SCIENCE CORPORATION and 1985 STOCK OPTION PLAN FOR KEY EMPLOYEES OF MATRIX SCIENCE CORPORATION (Full title of the Plans) David F. Henschel AMP Incorporated 470 Friendship Road Harrisburg, Pennsylvania 17111 (Name and Address of Agent for Service) (717) 592-4205 (Telephone Number, Including Area Code, of Agent for Service) Upon its effectiveness on August 30, 1988, the Post Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 of AMP Incorporated (the "Company"), Registration No. 33-22676 (the "Registration Statement"), covered 127,451 shares of common stock of the Company ("Common Stock"). The Company hereby deregisters all of the shares of Common Stock originally registered under the Post-Effective Amendment No. 1 on Form S-8 that remained unsold at the termination of the offering to which the Post-Effective Amendment No. 1 on Form S-8 relates. Such number of unsold shares of Common Stock of the Company is 25,035. 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-4 and has duly caused this Post-Effective Amendment No. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harrisburg, Commonwealth of Pennsylvania, on the 23rd day of April, 1997. AMP INCORPORATED By: /s/ W. J. Hudson ---------------------------------- William J. Hudson, Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to Registration Statement has been signed by the following persons in the capacities indicated on April 23, 1997. Signature Capacity /s/ J. E. Marley ___________________________ Chairman and a Director James E. Marley /s/ W. J. Hudson ___________________________ Chief Executive Officer and President William J. Hudson and a Director (Principal Executive Officer) /s/ Robert Ripp ___________________________ Vice President and Chief Financial Officer Robert Ripp (Principal Financial and Accounting Officer) /s/ William S. Urkiel ___________________________ Controller William S. Urkiel ___________________________ Director Dexter F. Baker /s/ Ralph D. DeNunzio ___________________________ Director Ralph D. DeNunzio /s/ Barbara H. Franklin ___________________________ Director Barbara H. Franklin /s/ Joseph M. Hixon ___________________________ Director Joseph M. Hixon /s/ J. Magliochetti ___________________________ Director Joseph M. Magliochetti /s/ Harold A. McInnes ___________________________ Director Harold A. McInnes /s/ J. Meyer ___________________________ Director Jerome J. Meyer /s/ John C. Morley ___________________________ Director John C. Morley /s/ Paul G. Schloemer ___________________________ Director Paul G. Schloemer /s/ T. Shiina ___________________________ Director Takeo Shiina INDEX TO EXHIBITS Exhibit Number Description 3.(i)(a) Restated Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.(i).(B) of the Report on Form 8-K filed on January 31, 1995). 3.(ii) By-laws of the Company (Incorporated by reference to Exhibit 3.(ii) of the Annual Report on Form 10-K for the year ended December 31, 1994). 4.A Shareholder Rights Plan between the Company and Manufacturers Hanover Trust Company, as Rights Agent, adopted by the Company's Board of Directors on October 25, 1989 (Incorporated by reference to Exhibit 4.A of the Annual Report on Form 10-K for the year ended December 31, 1994). 4.B Amendment to Shareholder Rights Plan between the Company and Chemical Bank, as Rights Agent for the Shareholder Rights Plan, dated September 4, 1992 (Incorporated by reference to Exhibit 4-b of the Annual Report on Form 10-K for the year ended December 31, 1992). 10.A 1982 Incentive Stock Option Plan for Key Employees of Matrix Science Corporation (Incorporated by reference to Exhibit 10.3 to Form S-1 (Registration No. 2-86129) of Matrix Science Corporation filed with the Securities and Exchange Commission on August 26, 1983). 10.B 1985 Stock Option Plan for Key Employees of Matrix Science Corporation (Incorporated by reference to Exhibit 10.4 to Matrix Science Corporation's Annual Report on Form 10-K for fiscal year ended June 30, 1986). 10.C Form of 1982 Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.3 to Form S-1 (Registration No. 2-86129) of Matrix Science Corporation filed with the Securities and Exchange Corporation on August 26, 1983). 10.D Form of 1985 Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.4 to Matrix Science Corporation's Annual Report on Form 10-K for fiscal year ended June 30, 1986). 10.E Form of 1985 Non-qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.4 to Matrix Science Corporation's Annual Report on Form 10-K for fiscal year ended June 30, 1986). 5. Opinion of Charles W. Goonrey, General Legal Counsel of the Company, regarding the legality of the shares of Common Stock (Previously filed with this Registration Statement). 23. Consents of Experts and Counsel. A. The consent of Arthur Andersen LLP. B. The consent of Charles W. Goonrey is included in his opinion filed as Exhibit 5. EX-23.A 2 OPINION OF ACCOUNTANTS EXHIBIT 23.A CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated February 14, 1997 incorporated by reference in AMP Incorporated's Form 10-K for the year ended December 31, 1996 and to all references to our Firm included in this Registration Statement. /s/ Arthur Andersen LLP Philadelphia, PA April 24, 1997 -----END PRIVACY-ENHANCED MESSAGE-----