IPL SYSTEMS INC
S-8 POS, 1995-05-26
COMPUTER STORAGE DEVICES
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<PAGE>   1

      As filed with the Securities and Exchange Commission on May 26, 1995
                                                       Registration No. 33-13491

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                            -----------------------

                       POST-EFFECTIVE AMENDMENT NO. 2 TO

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            -----------------------

                               IPL SYSTEMS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<CAPTION>

                MASSACHUSETTS                                 04-2511897
<S>                                               <C>
(State or Other Jurisdiction of Incorporation)    (I.R.S. Employer Identification No.)

</TABLE>

                 124 ACTON STREET, MAYNARD, MASSACHUSETTS 01754
                    (Address of Principal Executive Offices)

                            -----------------------


                  AMENDED AND RESTATED 1981 STOCK OPTION PLAN
                            (Full Title of the Plan)


                         GREGORY R. GRODHAUS, PRESIDENT
                               IPL Systems, Inc.
                                124 Acton Street
                          Maynard, Massachusetts 01754
                                 (617) 252-7500
           (Name, Address and Telephone Number of Agent for Service)

                                with a copy to:
                          Nathaniel S. Gardiner, Esq.
                                 Palmer & Dodge
                               One Beacon Street
                          Boston, Massachusetts 02108
                                 (617) 573-0293

===============================================================================

<PAGE>   2
                          DEREGISTRATION OF SECURITIES


         Pursuant to its Registration Statement on Form S-8 (Registration No.
33-13491) filed with the Securities and Exchange Commission (the "Commission")
on May 7, 1987, as amended by Post-Effective Amendment No. 1 filed with the
Commission on June 21, 1988, the Registrant registered an aggregate of 500,000
shares of its Class A Common Stock, $0.01 par value, to be offered pursuant to
the Registrant's Amended and Restated 1981 Stock Option Plan.  The offering of
Class A Common Stock registered pursuant to said Registration Statement has
been terminated, and the Registrant hereby removes from registration 129,200
shares of Class A Common Stock, representing the shares of Class A Common Stock
that were not sold in such offering.



<PAGE>   3
                                   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 Boston, Commonwealth of Massachusetts, on this
26th day of May, 1995.

                                           IPL SYSTEMS, INC. (Registrant)
                                           
                                           
                                           By: /s/ Peter Wirth               
                                               ------------------------------
                                               Peter Wirth
                                               Agent for Service of Process




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