As filed with the Securities and Exchange Commission on July 12, 1999
Registration No. 33-28020
==============================================================================
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
----------------------
EDO CORPORATION
(Exact name of registrant as specified in its charter)
New York 11-0707740
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 East 42nd Street, Suite 5010
New York, NY 10165
(Address of Principal Executive Offices
including Zip Code)
EDO CORPORATION 1983 LONG-TERM INCENTIVE PLAN;
EDO CORPORATION 1988 LONG-TERM INCENTIVE PLAN;
EDO CORPORATION 1988 STOCK OPTION PLAN; and
EDO CORPORATION 1996 LONG-TERM INCENTIVE PLAN
(Full titles of the Plans)
Marvin D. Genzer
Vice President, General Counsel & Secretary
60 East 42nd Street, Suite 5010
New York, NY 10165
(212) 716-2005
(Name, address and telephone number of agent for service)
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PART II
Incorporated by reference in this Post-Effective Amendment to the Form S-8
Registration Statement No. 33-28020 (the "Registration Statement") are all
Items and Exhibits included in the EDO Corporation (the "Company") Form S-8
Registration Statement No. 333-77865.
The Registration Statement pertains to shares of the Company's common stock,
par value $1.00 per share (the "Common Shares"), that were registered for
delivery under the Company's 1983 Long-Term Incentive Plan, 1988 Long-Term
Incentive Plan, and 1988 Stock Option Plan (the "Predecessor Plans"). Pursuant
to Section 11(h) of the Company's 1996 Long-Term Incentive Plan (the "1996
Plan"), awards outstanding under the Predecessor Plans as of April 23, 1996 may
continue to be issued pursuant to the Predecessor Plans or pursuant to the
1996 Plan. Common Shares registered for delivery under the Predecessor Plans
that are canceled or otherwise not issued due to the expiration, termination,
forfeiture, or cancellation of awards under the Predecessor Plans will be
available for new awards, and will therefore be issued, under the 1996 Plan.
SIGNATURES
The Registrant. 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
Post-Effective Amendment to Form S-8 Registration Statement No. 33-28020 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York on the 27 day of July, 1998.
EDO CORPORATION
By: /s/ Kenneth A. Paladino
--------------------------------------
Kenneth A. Paladino
Vice President - Finance and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Form S-8 Registration Statement No. 33-28020 has been signed
by the following persons in the capacities and on the dates indicated.
Signatures Title Date
/s/ Frank A. Fariello Chairman of the Board, Chief July 27, 1998
- ----------------------- Executive Officer and Director
Frank A. Fariello (Principal Executive Officer)
/s/ Kenneth A. Paladino Vice President-Finance July 27, 1998
- ----------------------- and Treasurer
Kenneth A. Paladino (Principal Financial Officer)
/s/ Effie Pavlou Controller July 27, 1998
- -----------------------
Effie Pavlou
* Director July 27, 1998
- -----------------------
Robert E. Allen
* Director July 27, 1998
- -----------------------
Robert Alvine
* Director July 27, 1998
- -----------------------
Mellon C. Baird
* Director July 27, 1998
- -----------------------
George M. Ball
* Director July 27, 1998
- -----------------------
Joseph F. Engelberger
* Director July 27, 1998
- -----------------------
Robert M. Hanisee
* Director July 27, 1998
- -----------------------
Michael J. Hegarty
* Director July 27, 1998
- -----------------------
George A. Strutz, Jr.
*By: /s/ Kenneth A. Paladino
-------------------------
Kenneth A. Paladino
Attorney-in-Fact
Exhibit 24
Power of Attorney
The person whose signature appears below does hereby make, constitute and
appoint Marvin D. Genzer, William J. Frost and Kenneth A. Paladino and each of
them, with full power to act without the other, his or her true and lawful
attorney-in-fact and agent, in his or her name, place and stead to execute on
his or her behalf, as an officer and/or director of EDO Corporation (the
"Company"), the Post-Effective Amendment to the Form S-8 Registration Statement
No. 33-28020 of the Company (the "Registration Statement") in connection with
the Company's 1983 Long-Term Incentive Plan, 1988 Long-Term Incentive Plan,
1988 Stock Option Plan, and 1996 Long-Term Incentive Plan and any and all
amendments (including post-effective amendments) to the Registration Statement,
and file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission (the "SEC") pursuant to
the Securities Act of 1933 (the "Act"), and any and all other instruments which
either of said attorneys-in-fact and agents deems necessary or advisable to
enable the Company to comply with the Act, the rules, regulations and
requirements of the SEC in respect thereof, and the securities or Blue Sky laws
of any State or other governmental subdivision, giving and granting to each of
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing whatsoever necessary or appropriate to be done in
and about the premises as fully to all intents as he or she might or could do
if personally present at the doing thereof, with full power of substitution and
resubstitution, hereby ratifying and confirming all that his or her said
attorneys-in-fact and agents or substitutes may or shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the
date indicated.
/s/ Frank A. Fariello December 24, 1997
- -------------------------------
Frank A. Fariello
/s/ Kenneth A. Paladino December 31, 1997
- -------------------------------
Kenneth A. Paladino
/s/ Effie Pavlou July 27, 1998
- -------------------------------
Effue Pavlou
/s/ Robert E. Allen December 26, 1997
- -------------------------------
Robert E. Allen
/s/ Robert Alvine December 22, 1997
- -------------------------------
Robert Alvine
/s/ Mellon C. Baird December 31, 1997
- -------------------------------
Mellon C. Baird
/s/ George M. Ball December 29, 1997
- -------------------------------
George M. Ball
/s/ Joseph F. Engelberger December 31, 1997
- -------------------------------
Joseph F. Engelberger
/s/ Robert M. Hanisee December 31, 1997
- -------------------------------
Robert M. Hanisee
/s/ Michael J. Hegarty December 26, 1997
- -------------------------------
Michael J. Hegarty
/s/ George A. Strutz, Jr. January 6, 1998
- -------------------------------
George A. Strutz, Jr.
