As filed with the Securities and Exchange Commission on May 13, 1998
Registration No. 33-58752
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UNITED STATES
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
ANDREW CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 36-2092797
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10500 W. 153rd Street, Orland Park, Illinois 60462
(Address of Principal Executive Offices)
Andrew Corporation Stock Option Plan for Non-Employee Directors
(Full title of the plan)
Charles R. Nicholas Copy to:
Executive Vice President, Dewey B. Crawford
and Chief Financial Officer Gardner, Carton & Douglas
Andrew Corporation 321 North Clark Street
10500 W. 153rd Street Suite 3400
Orland Park, Illinois 60462 Chicago, Illinois 60610
(708) 349-3300 (312) 644-3000
(Name, address and telephone number, including area code, of agents for service)
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Removing from registration 32,513 shares of common stock
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Andrew Corporation
10500 W. 153rd Street
Orland Park, Illinois 60462
(708) 349-3300
Andrew Corporation Stock Option Plan for Non-Employee Directors
On August 7, 1989, the registrant filed a Form S-8, Registration Statement No.
33-30364 to register 625,000 shares of its Common Stock, $.01 par value per
share (the "Shares"), issuable in connection with the Andrew Corporation
Management Incentive Program, the Andrew Incentive Stock Option Plan and the
Andrew Corporation Stock Option Plan for Non-Employee Directors. Of the 625,000
Shares registered, 25,000 related to the Andrew Corporation Stock Option Plan
for Non-Employee Directors. On February 24, 1993, the registrant filed a Form
S-8, Registration Statement No. 33-58752 to register 150,000 Shares to be issued
in connection with the Andrew Corporation Stock Option Plan for Non-Employee
Directors. With this post-effective amendment, the registrant removes from
registration 32,513 of such Shares (giving effect for a two-for-one stock split
to stockholders of record on February 19, 1993, a three-for-two stock split to
stockholders of record on February 16, 1994, a three-for-two stock split to
stockholders of record on February 22, 1995, a three-for-two stock split to
stockholders of record on February 21, 1996 and a three-for-two stock split to
stockholders of record on February 25, 1997) that remained unsold when the plan
was terminated.
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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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orland Park, State of Illinois, on May 13, 1998.
Andrew Corporation
By:/s/Floyd L. English
---------------------------
Floyd L. English
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title
------------------- ---------------------------
/s/Charles R. Nicholas
-------------------
Charles R. Nicholas Executive Vice President,
and Chief Financial Officer
/s/Gregory F. Maruszak
-------------------
Gregory F. Maruszak Vice President, Finance
/s/John G. Bollinger
-----------------
John G. Bollinger Director
/s/Jon L. Boyes
------------
Jon L. Boyes Director
/s/Kenneth J. Douglas
------------------
Kenneth J. Douglas Director
/s/Floyd L. English
----------------
Floyd L. English Director
/s/Jere D. Fluno
-------------
Jere D. Fluno Director
/s/Ormand J. Wade
--------------
Ormand J. Wade Director
