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As filed with the Securities and Exchange Commission on March 3, 1994
Registration No. 33-52487
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ANDREW CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-2092797
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10500 W. 153rd Street
Orland Park, Illinois 60462
(Address of Principal Executive Offices)
1994 ANDREW EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Charles R. Nicholas Copy to:
Vice President, Finance Karen S. Lyons
and Administration Gardner, Carton & Douglas
and Chief Financial Officer 321 North Clark Street
Andrew Corporation Suite 3400
10500 W. 153rd Street Chicago, Illinois 60610
Orland Park, Illinois 60462 (312) 644-3000
(708) 349-3300
(Name, address and telephone number, including area code, of agents for service)
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AMENDING PART II ITEM 5 "EXPERTS" AND
EXHIBIT 23.1 "CONSENT OF INDEPENDENT AUDITORS"
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 5. EXPERTS
The consolidated financial statements and financial statement schedules of the
Registrant and its subsidiaries included or incorporated by reference in the
Registrant's Annual Report on Form 10-K for the fiscal year ended September 30,
1993, have been audited by Ernst & Young, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
Such financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein in reliance upon
the reports of Ernst & Young pertaining to such financial statements given upon
the authority of such firm as experts in accounting and auditing.
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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-8 and has duly caused this Amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Orland Park, State of Illinois, on March 3,
1994.
ANDREW CORPORATION
By: *
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Floyd L. English
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President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on March 3, 1994 by the following persons
in the capacities indicated.
Signature Title
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/s/ Charles R. Nicholas Vice President, Finance and
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Charles R. Nicholas Administration and Chief Financial
Officer
/s/ Gregory F. Maruszak Vice President, Controller (Chief
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Gregory F. Maruszak Accounting Officer)
* Director
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John G. Bollinger
* Director
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Jon L. Boyes
* Director
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George N. Butzow
* Director
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Kenneth J. Douglas
* Director
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Floyd L. English
* Director
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Donald N. Frey
* Director
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Carole M. Howard
* Director
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Ormand J. Wade
*By: /s/ James F. Petelle
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Attorney-in-fact
James F. Petelle
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE
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23.1 Consent of Independent Auditors 5
24 Power of Attorney 6
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
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We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-8 pertaining to the 1994 Andrew Corporation
Employee Stock Purchase Plan and to the incorporation by reference therein of
our reports dated November 11, 1993, with respect to the consolidated financial
statements of Andrew Corporation incorporated by reference in its Annual Report
Form (10-K) for the year ended September 30, 1993 and the related financial
statement schedules included therein, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young
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Ernst & Young
March 1, 1994
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EXHIBIT 24
ANDREW CORPORATION
Form S-8 Registration Statement
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POWER OF ATTORNEY
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The undersigned appoint Floyd L. English, Charles R. Nicholas, James F.
Petelle and Gregory F. Maruszak and each of them, his attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign his name to the
Company's Registration Statement on Form S-8 relating to shares of the Company's
Common Stock reserved for issuance under the 1994 Andrew Employee Stock Purchase
Plan, and to any and all amendments, including Post-Effective Amendments, to
such Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in furtherance thereof, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 2nd day of February 1994.
/s/ John G. Bollinger /s/ Floyd L. English
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John G. Bollinger, Director Floyd L. English, Director
/s/ Jon L. Boyes /s/ Donald N. Frey
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Jon L. Boyes, Director Donald N. Frey, Director
/s/ George N. Butzow /s/ Carole M. Howard
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George N. Butzow, Director Carole M. Howard, Director
/s/ Kenneth J. Douglas /s/ Ormand J. Wade
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Kenneth J. Douglas, Director Ormand J. Wade, Director
