As filed with the Securities and Exchange Commission on May 10, 1996
Registration Statement No. 333-00887
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ANDREW CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 3357 36-2092797
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
10500 W. 153RD STREET, ORLAND PARK, ILLINOIS 60462 (708) 349-3300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
CHARLES R. NICHOLAS
EXECUTIVE VICE PRESIDENT;
CHIEF FINANCIAL OFFICER
10500 WEST 153RD STREET
ORLAND PARK, ILLINOIS 60462
(708) 349-3300
(Name, address, including zip code, and telephone, including area code,
of agent for service)
WITH COPIES TO:
KAREN S. LYONS TIMOTHY R. M. BRYANT
GARDNER, CARTON & DOUGLAS MCDERMOTT, WILL & EMERY
321 NORTH CLARK STREET, 227 WEST MONROE STREET
SUITE 3300 CHICAGO, ILLINOIS 60606
CHICAGO, ILLINOIS 60610 (312) 984-2069
(312) 245-8485
Approximate date of commencement of proposed sale of the securities to
the public: Upon the Effective Time of the Merger of The Antenna Company with
and into Andrew Corporation as set forth in Article I of the Agreement and Plan
of Merger included as Appendix A to the Proxy Statement/Prospectus forming a
part of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, please check the following box. |_|
<PAGE>
The Registration Statement on Form S-4 (File No.333-00887) of Andrew
Corporation (the "Registrant"), pursuant to which the Registrant registered
1,250,000 shares of its Common Stock, $0.01 par value, became effective on
February 14, 1996. On March 6, 1996, the Registrant split its Common Stock
3-for-2. The merger of The Antenna Company into the Registrant was completed on
March 15, 1996. In accordance with the exchange ratio set forth in the Agreement
and Plan of Merger between the two companies, the Registrant issued a total of
1,541,564 shares of its Common Stock (giving effect to the stock split) in
exchange for all of the outstanding shares of The Antenna Company.
Of the 1,250,000 shares of its Common Stock registered on Form S-4 (or
1,875,000 post split), the Registrant withdraws from registration approximately
222,061 shares (or 333,436 shares post split).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Orland Park and State of Illinois on the 7th
day of May, 1996.
ANDREW CORPORATION
(Registrant)
/s/Floyd L. English
----------------
Floyd L. English
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post Effective Amendment No. 1 to the Registration Statement has been
signed by the following person in the capacity indicated on the 7th day of
May, 1996.
/s/Charles R. Nicholas
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Charles R. Nicholas
Agent for Service of Process
