File No. 33-55460
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMDAHL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-1728548
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1250 East Arques Avenue
Sunnyvale, California 94088-3470
(Address of Principal (Zip Code)
Executive Offices)
AMDAHL CORPORATION STOCK OPTION PLAN (1974)
AMDAHL CORPORATION NON-QUALIFIED STOCK OPTION PLAN (1982)
(Full title of the plans)
Edward F. Thompson
Vice President, Chief Financial Officer and Secretary
AMDAHL CORPORATION
1250 East Arques Avenue
Sunnyvale, California 94088-3470
(Name and address of agent for service)
(408) 746-6000
(Telephone number, including area code, of agent for service)
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This Post-Effective Amendment to the Registration Statement shall
hereafter become effective in accordance with the provisions of
Section 8(c) of the Securities Act of 1933.
. . .---------------------------------------------------------------
<PAGE>
Item 9. Undertakings
The Registrant undertakes by this Post-Effective Amendment
to remove from registration 5,000,000 shares of Amdahl
Corporation common stock as registered on Form S-8, file number
33-55460, that were offered pursuant to the Amdahl Corporation
Stock Option Plan (1974) and Amdahl Corporation Non-Qualified
Stock Option Plan (1982)(the "Plans"). The removal from
registration is requested due to the termination of the Plans
upon the adoption of the Amdahl Corporation 1994 Stock Incentive
Plan at the May 5, 1994 Stockholders' Meeting.
<PAGE>
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 Post-Effective Amendment to
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale,
State of California, on this 14th day of June, 1994.
AMDAHL CORPORATION
By /s/E. Joseph Zemke
--------------------------
E. Joseph Zemke
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment to Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated.
Signature Title Date
- --------- ------ ----
/s/E. Joseph Zemke President, Chief June 14, 1994
- ------------------ Executive Officer and
E. Joseph Zemke Director (Principal
Executive Officer)
/s/Edward F. Thompson Vice President, Chief June 14, 1994
- --------------------- Financial Officer and
Edward F. Thompson Secretary (Principal
Financial Officer)
/s/Ernest B. Thompson Vice President and June 14, 1994
- --------------------- Controller (Principal
Ernest B. Thompson Accounting Officer)
/s/John C. Lewis* Chairman of the Board
- ----------------- of Directors
John C. Lewis
/s/Keizo Fukagawa* Director
- ------------------
Keizo Fukagawa
/s/E. F. Heizer, Jr.* Director
- ---------------------
E. F. Heizer, Jr.
Director
- ----------------
Kazuto Kojima
/s/R. Stanley Laing* Director
- --------------------
R. Stanley Laing
/s/Burton G. Malkiel* Director
- ---------------------
Burton G. Malkiel
/s/George R. Packard* Director
- ---------------------
George R. Packard
/s/Walter B. Reinhold* Director
- ----------------------
Walter B. Reinhold
Director
- --------------------
Takamitsu Tsuchimoto
/s/J. Sidney Webb* Director
- ------------------
J. Sidney Webb
* By: /s/Edward F. Thompson Attorney in Fact June 14, 1994
---------------------
Edward F. Thompson
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
24 Power of Attorney
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Amdahl
Corporation, a Delaware corporation, do hereby constitute and
appoint E. Joseph Zemke and Edward F. Thompson and each of them,
the lawful attorneys-in-fact and agents with full power and
authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, and either
one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of
1933, as amended, and any rules or regulations or requirements of
the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the
foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-
effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and
each of the undersigned hereby ratifies and confirms that all
said attorneys and agents, or either of them, shall do or cause
to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed
this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment to the Registration Statement has
been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
- --------- ------ ----
/s/E. Joseph Zemke President, Chief December 3, 1992
- ------------------ Executive Officer and
E. Joseph Zemke Director (Principal
Executive Officer)
/s/Edward F. Thompson Vice President, Chief November 24, 1992
- --------------------- Financial Officer and
Edward F. Thompson Secretary (Principal
Financial Officer)
/s/Ernest B. Thompson Vice President and December 2, 1992
- --------------------- Controller (Principal
Ernest B. Thompson Accounting Officer)
/s/John C. Lewis Chairman of the Board November 25, 1992
- ---------------- of Directors
John C. Lewis
/s/Keizo Fukagawa Director December 18, 1992
- -----------------
Keizo Fukagawa
/s/E. F. Heizer, Jr. Director December 18, 1992
- --------------------
E. F. Heizer, Jr.
/s/R. Stanley Laing Director November 24, 1992
- -------------------
R. Stanley Laing
/s/Burton G. Malkiel Director November 25, 1992
- --------------------
Burton G. Malkiel
/s/George R. Packard Director November 27, 1992
- --------------------
George R. Packard
/s/Walter B. Reinhold Director November 24, 1992
- ---------------------
Walter B. Reinhold
/s/Masuo Tanaka Director December 18, 1992
- ---------------
Masuo Tanaka
/s/J. Sidney Webb Director November 25, 1992
- -----------------
J. Sidney Webb
/s/Yashiro Yashioka Director December 18, 1992
- -------------------
Yashiro Yashioka
