<PAGE>
As filed with the Securities and Exchange Commission on February __, 1997
Registration No.
==========================================================================
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
______________
KOLLMORGEN CORPORATION
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 04-2151861
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1601 Trapelo Road, Waltham, Massachusetts 02154
(Address of principal executive offices) (Zip Code)
______________
1992 Stock Ownership Plan for Non-Employee Directors
(Full title of the plan)
_____________
James A. Eder, Esq.
KOLLMORGEN CORPORATION
1601 Trapelo Road
Waltham, Massachusetts 02154
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: 617-890-5655
CALCULATION OF REGISTRATION FEE
==========================================================================
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price offering registration
registered registered per share(1) price fee
-------------------------------------------------------------------------
Common Stock
par value $2.50 175,000 $14.625 $2,559,375.00 $511.90
==========================================================================
(1) Computed in accordance with Rule 457 on the basis of the estimated
maximum number of the registrant's securities issuable under the Plan
that are covered by this registration statement and on the basis of
the average of the high and low prices quoted on the New York Stock
Exchange for the registrant's Common Stock on February 3, 1997.
This Registration Statement, including Exhibits, contains 19 pages. The
Exhibit index appears on page 5 of the sequentially numbered pages of this
Registration Statement.
<PAGE>
<PAGE>2
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the Registration Statement on Form S-8, including
Registration No. 33-48953 previously filed with the Commission by
Kollmorgen Corporation (the "Company") are incorporated herein by this
reference.
REGISTRATION OF ADDITIONAL SECURITIES
The Company has previously registered an aggregate 150,000 shares of
its common stock, $2.50 par value ("Common Stock") issuable under the
Company's 1992 Stock Ownership Plan for Non-Employee Directors (the
"Plan"). On May 8, 1996, at the Annual Meeting of Shareholders, the
shareholders approved an amendment to the Plan increasing by 175,000
shares the number of shares reserved for issuance under the Plan. As a
result, the number of shares issuable under the Plan was effectively
increased to 325,000. This Registration Statement is being filed pursuant
to General Instruction to Form S-8 to register such additional shares
issuable under the Plan.
INFORMATION NOT REQUIRED IN PREVIOUS REGISTRATION STATEMENT
Item 9. UNDERTAKINGS
(a) Rule 415 Offering
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) Undertaking Concerning Filings Incorporating Subsequent Exchange Act
Documents By Reference
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
<PAGE>
<PAGE>3
relating to the securities offered therein, and the offering of such
securities at that time shal be deemed to be the initial bona fide
offering thereof.
(h) Filing of Registration Statement on Form S-8
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the Company's Certificate
of Incorporation, By-Laws or otherwise, the Company has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
<PAGE>
<PAGE>4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certified 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.
KOLLMORGEN CORPORATION
/s/ Robert J. Cobuzzi
Robert J. Cobuzzi
Its: Senior Vice President, Treasurer
and Chief Financial Officer
February 4, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:
/s/ Gideon Argov
Gideon Argov February 4, 1997
President and
Chief Executive Officer/Director
/s/ Robert J. Cobuzzi
Robert J. Cobuzzi February 4, 1997
Senior Vice President, Treasurer and
Chief Financial Officer
/s/ Keith D. Jones
Keith D. Jones February 4, 1997
Controller and
Chief Accounting Officer
/s/ James A. Eder
James A. Eder February 4, 1997
Vice President and Secretary and
Attorney-in-Fact For:
James H. Kasschau, Director Robert N. Parker, Director
J. Douglas Maxwell, Jr., Director George P. Stephan, Director
<PAGE>
<PAGE>5
EXHIBIT INDEX
Page in this
Exhibit No. Description of Exhibit Form S-8
4 Kollmorgen Corporation 1992 Stock 6-12
Ownership Plan for Non-Employee
Directors, as amended
5 Opinion of James A. Eder, Vice President, 13
and General Counsel of Kollmorgen
Corporation
23 Consent of Coopers & Lybrand L.L.P. 14
24 Powers of Attorney 15-18
<PAGE>
EXHIBIT 4
PROSPECTUS
KOLLMORGEN CORPORATION
COMMON STOCK
Par Value $2.50
_____________________
KOLLMORGEN 1992 STOCK OWNERSHIP PLAN FOR NON-EMPLOYEE DIRECTORS
Kollmorgen Corporation (the"Company") is hereby offering up to
150,000 shares of its Common Stock, par value $2.50 per share (the "Common
Stock") pursuant to the terms of the Kollmorgen 1992 Stock Ownership Plan
for Non-Employee Directors, as amended, ("the Plan") to non-employee
directors of the Company ("Participants"), issuable upon the (i) exercise
of non-qualified stock options, and (ii) payment of at least 50% of the
yearly retainer paid by the Company to its non-employee directors. Such
offering is made at the price and on the terms and conditions contained in
the Plan.
Persons who receive or purchase such Common Stock pursuant to the
Plan may from time to time sell such shares on the New York Stock Exchange
(the "NYSE"), at prevailing market prices and upon the payment of normal
brokerage commissions for transactions effected on any of such Exchanges,
subject to the requirement that any such sales that are effected by
affiliates (as such term is defined under the General Rules and
Regulations under the Securities Act) of the Company, and donees of such
affiliates, must be made either pursuant to a separate prospectus prepared
in accordance with the requirements of the Securities Act or pursuant to
Rule 144 thereunder, unless otherwise exempt from the registration
provisions of the Securities Act. No part of the proceeds of such resales
will be received by the Company or any of its subsidiaries.
The NYSE has authorized the listing, upon official notice of
issuance, of the shares of the Common Stock to which this Prospectus
relates.
<PAGE>
-------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE
--------------------------------------
Neither delivery of this document (and the document required to be
delivered with this document pursuant to Rule 428(b)(2) under the
Securities Act) nor any sale made under the Prospectus shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date of the Prospectus or the dates as of
which information is set forth therein. No person has been authorized to
give any information or to make any representations, other than as
contained in the Prospectus or in the documents incorporated by reference
therein, in connection with the offer contained in the Prospectus, and if
given or made, such information or representations must not be relied upon
as having been authorized by the Company. The Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy the
securities to which it relates in any state or other jurisdiction or to
any person to whom it is unlawful to make such offer or solicitation.
-------------------------------------
This date of this document is December 16, 1996
-------------------------------------
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated herein by reference are the following documents
heretofore filed by the Company with the Commission:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1991;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the Company's documents referred to in (a) above;
(c) the description of the Common Stock set forth under the caption
"Description of Registrant's Securities to be Registered"
contained in the Company's Registration Statement on Form 8-A
dated April 6, 1978, filed pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act").
In addition, incorporated herein by reference are all documents hereafter
filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities offered hereby then remaining unsold and such
documents shall be deemed to be a part hereof from the date of filing of
such documents.
The Company will provide without charge to each person to whom this
document is delivered, upon request of any such person, a copy of all or
any of the foregoing documents incorporated herein by reference (other
than exhibits to such documents) and any other document required to be
delivered to employees pursuant to Rule 428(b) under the Securities Act.
Written or telephone requests for the above documents, or for any other
information regarding the Plan and the administration of the Plan, should
be directed to Kollmorgen Corporation, 1601 Trapelo Road, Waltham,
Massachusetts 02154, telephone (617) 890-5655, Attention: Corporate
Secretary.
General Nature and Purpose of the Plan
At the Annual Meeting of Shareholders held on May 13, 1992, a
majority of the Company's outstanding shares entitled to vote thereon
approved the adoption of the Plan. On May 8, 1996, a majority of the
Company's outstanding shares entitled to vote thereon ad=pproved certain
amendments to the Plan. The purpose of the Plan is to assist the Company
in attracting and retaining qualified persons as non-employee members of
the Board of Directors of the Company by giving them a proprietary
interest in the Company. The Plan provides for (i) the payment of at
least 50% of a non-employee director's annual retainer by delivery of
shares of the Company's Common Stock, and (ii) the grant to Participants
of non-qualified stock options to purchase shares of Common Stock
(collectively, the "Shares").
<PAGE>
Amount of Common Stock Available Under the Plan
Under the Plan, up to 325,000 Shares are available and may be
authorized and unissued shares or issued and reacquired shares, as the
Board of Directors may from time to time determine.
Stock Options
Each Participant shall receive a non-qualified stock option to
purchase 15,000 Shares of Common Stock immediately upon the adjournment of
the 1996 Annual Meeting of Shareholders. Each Participant who is first
elected to the Board after the 1996 Annual Meeting shall automatically be
granted an option to purchase 15,000 Shares of Common Stock (the "1996
Options"). Each non-employee director who receives such a stock option
will be entitled to receive an additional non-qualified stock option
("Additional Options") equal to the number of shares (up to 10,000) the
director purchases on the open market during a ninety (90) day period
commencing as of the first trading day following the date of the initial
grant.
Prior to the amendments adopted at the 1996 Annual Meeting of
Shareholders, each Participate and those who were elected to the Board
after the 1992 Annual Meeting of Shareholders automatically were granted
non-qualified options to purchase 2,000 Shares of Common Stock every two
years (the "1992 Options").
Each option is exercisable for one-half of the optioned shares on
each successive year from the date of grant. No option is exercisable
after the expiration of ten years from the date of grant. The exercise
price of the Common Stock under each option shall be the fair market value
of a share of Common Stock on the date of grant. With respect to
Additional Options, the exercise price of a share of Common Stock is the
fair market value on the 91st day after the grant of the 1996 Options.
Fair market value is defined as the closing price of the Common Stock on
the New York Stock Exchange-Composite Tape on the date of grant, or, if no
sale of Common Stock has been made on such date, on the next preceding
date on which there is a sale of Common Stock. Payment of the exercise
price may be made in cash, shares of Common Stock, or a combination
thereof.
In the event of the termination of a Participant's service other than
for cause (as defined in the Plan) or a voluntary resignation without the
consent of the Board (in which events the options terminate immediately),
the option may be exercised for a period of ninety days after the date of
termination of service with respect to 1992 Options or, with respect to
the 1996 Options, for a period equal to the greater of (x) one month for
each year of service as a non-employee director up to twelve months or (y)
90 days after the date of termination of service, or for up to one year by
his estate in the case of the death of a Participant. Options may not be
transferred otherwise than (i) by will or the laws of descent and
distribution, or (ii) pursuant to a qualified domestic relations order as
defined by the Internal Revenue Code of 1986.
<PAGE>
Directors' Fee Shares
Under the Plan, each Participant has elected to take 50% of his
quarterly retainer (currently $3,000) in shares of Common Stock based upon
the fair market value at the end of each calendar quarter. Participants
may, upon six (6) months and one (1) day notice, increase their percentage
of directors' fee shares up to 100% of their quarterly retainer fee.
Certificates for shares of Common Stock purchased under this provision of
the Plan shall be delivered to each Participant six months after each
calendar quarter; provided, however, the Participant shall have the right
to receive dividends and to vote such shares.
Administration of Plan
The Plan is designed to operate automatically and not require
administration since stock option grants and directors' fee shares are
determined on a non-discretionary basis according to a fixed formula.
However, to the extent administration is necessary, the Plan will be
administered by the Personnel and Compensation Committee (the "Committee")
of the Board of Directors. The Plan will permit Participants to be
"disinterested" as defined in the regulations of the Securities and
Exchange Commission under Sec. 16 of the Securities Exchange Act of 1934,
as amended, thus allowing these directors to administer the Plan in
compliance with the exemptions from the short-swing liability provisions
contained in Sec. 16. Decisions and determinations of the Committee shall
be final and binding upon all persons having an interest in the Plan.
Stock Option Agreement
The terms of each grant of a stock option shall be embodied in an
Agreement which shall contain terms not inconsistent with the Plan and
which shall incorporate the Plan by reference. Each Agreement shall: (i)
state the grant date of such option, (ii) state the number of shares of
Common Stock issuable in connection with the option, (iii) state the
exercise price of the option, (iv) be signed by the Participant and, on
behalf of the Corporation, by a person designated by the Committee, and
(v) be delivered to the Participant. Notwithstanding anything contained
herein, each grant of an option shall be conditioned upon the recipient
signing such Agreement.
Eligible Participants
There are currently six (6) non-employee directors of the Company.
Adjustments
Under the Plan, in the event of any consolidation, recapitalization,
merger, reconfirmation, stock split, stock dividend, distribution of
property, special dividend or other change in corporate structure,
adjustments may be made by the Committee in order to preserve to the
holders of options and directors' fee shares substantially equivalent
rights. In the event of a Corporate Termination (as defined in the Plan),
each optionee shall receive from the Company an amount in cash, in a lump
<PAGE>
sum, for each share of Common Stock subject to option (whether vested or
not vested) equal to the difference between the exercise price of the
option and the fair market value of a share of Common Stock prior to the
Corporate Termination.
Term
The Plan will terminate on the tenth anniversary of its adoption,
except that options then outstanding may continue to be exercised until
ten years from the date of grant.
The Board of Directors may at any time alter, terminate, amend or
suspend the Plan, provided, however, that (i) any amendment which must be
approved by the shareholders of the Corporation in order to maintain the
continued qualification of the Plan under Rule 16b-3 under the Securities
Exchange Act of 1934 or any successor provision, or the approval of which
is otherwise required by law or by the rules of any stock exchange upon
which shares of Common Stock are traded, shall not be effective unless and
until such shareholder approval has been obtained in compliance with such
rule or law, and (ii) provisions of the Plan which govern the amount,
price or timing of the award of an option shall not be amended more than
once every six months, other than to comply with changes in the Internal
Revenue Code of 1986, as amended, or the rules thereunder.
Resale Restrictions
Shares of Common Stock acquired under the Plan by persons other than
affiliates of the Corporation are not subject to any restrictions limiting
their ability to resell such shares. However, affiliates of the Company,
as defined in Rule 405 under the Securities Act of 1933, are not able to
reoffer or resell shares acquired upon the Plan without first filing a
registration statement with the Commission covering such reoffers or
resales prepared in accordance with the Commission's applicable
registration forms or exemptive relief or, in the alternative, complying
with the provisions of Rule 144 under such Act.
U.S. Federal Income Tax Effects
The following is a summary of the federal income tax consequences
upon the issuance and exercise of non-qualified stock options and the
payment of directors' fee shares under the Plan. In general, this summary
is applicable only to participants who are citizens or residents of the
United States and is for general information purposes only. The following
discussion does not purport to be complete and does not cover, among other
things, foreign, state and local tax treatment of participation in the
Plan. Furthermore, differences in participants' financial situations may
cause federal, state and local tax consequences of participation in the
Plan to vary. Therefore, each participant in the Plan is urged to consult
his own accountant, legal counsel or other financial advisor regarding the
tax consequences of participation in the Plan.
<PAGE>
The Plan is neither subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), nor qualified under Sec. 401(a)
of the Code.
Each Participant will generally be required to include in his taxable
income the fair market value of the Shares received as of the date that
the restriction imposed by Section 16(b) of the Securities Exchange Act of
1934 (the "Section 16(b) restriction") lapses i.e. six months after
issuance. Such income must be included in the Participant's taxable
income for the tax year in which the Section 16(b) restriction lapses,
which could possibly be a different year than the tax year in which the
stock is issued. For purposes of determining the Participant's holding
period of the stock with respect to the application of federal tax rules
to a subsequent disposition thereof, such holding period would not begin
until the date on which the Section 16(b) restriction lapses.
Separately with respect to each issuance of stock, each Participant
may elect to include in his taxable income the fair market value of such
stock immediately upon issuance in lieu of including in his taxable income
the fair market value of such stock on the date that the Section 16(b)
restriction lapses. This election is made pursuant to Sec. 83(b) of the
Internal Revenue Code and must conform to the requirements of Regulation
Section 1.83.2. In particular, such election must be filed not later than
30 days after the issuance of such stock.
The grant of a non-qualified stock option will not result in the
recognition of taxable income to the holder or in a deduction to the
Company. Upon the exercise of a non-qualified stock option, the
Participant will recognize ordinary income for federal income tax purposes
in an amount equal to the excess of the fair market value of the Common
Stock purchased over the exercise price. At the time of exercise of the
option, the Company will be entitled to a deduction in such amount.
If a Participant disposes of any Common Stock received upon the
exercise of a non-qualified stock option, such Participant will recognize
a capital gain or loss equal to the difference between the fair market
value of such Common Stock at the time ordinary income was realized and
the amount realized on disposition of such Common Stock. The gain or loss
will be either long-term or short-term, depending on the holding period.
The Company is not entitled to any tax deduction in connection with such
disposition of Common Stock. Certain additional rules apply if the
exercise price for an option is paid in shares previously owned by the
Participant.
Withholding
The Company shall have the right, prior to delivery of any
certificate evidencing shares of Common Stock or upon the grant of any
directors' fee shares, to require the relevant Participant to remit to the
Company an amount in cash or Common Stock sufficient to satisfy any
federal, state or local tax withholding requirements.
<PAGE>
EXHIBIT 5
OPINION RE LEGALITY
February 6, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Re: Registration Statement on Form S-8
to be filed by Kollmorgen Corporation
on or about February 6, 1997
Dear Sirs:
I am a member of the Bars of the States of New York and Connecticut
and am the General Counsel of Kollmorgen Corporation ("Kollmorgen"), a New
York corporation, as well as one of its Vice Presidents and its Secretary.
As such General Counsel, I have advised Kollmorgen with respect to, and
consequently am familiar with, the corporate actions taken by Kollmorgen
and its shareholders with respect to the amendment to the 1992 Stock
Ownership Plan for Non-Employee Directors (the "Plan") and the
authorization for the reservation for issuance, the issuance and the sale
by Kollmorgen of up to 175,000 additional shares of Kollmorgen's Common
Stock, $2.50 par value, pursuant to the Plan. I am furnishing this
opinion in connection with the captioned Registration Statement.
Based upon the foregoing and upon such legal considerations as I have
deemed relevant, it is my opinion that:
(i) The Plan has been duly and validly adopted in accordance
with the requirements of applicable law, and
(ii) The 175,000 additional shares of Kollmorgen's Common Stock
to be issued pursuant to such Plan have been duly and
validly authorized for issuance and will be, when issued,
fully paid and non-assessable with no personal liability
attaching to the ownership thereof.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ James A. Eder
James A. Eder
JAE/prm
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Kollmorgen Corporation:
We consent to incorporation by reference in the Post-Effective
Amendment No. 1 to Registration Statement (No. 33-48953) on Form S-8 of
Kollmorgen Corporation of our report dated January 31, 1996, except as to
the information presented in Note 8 relating to the Series D Convertible
Preferred Stock redemption for which the date is February 19, 1996,
relating to the consolidated balance sheets of Kollmorgen Corporation and
subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of operations, shareholders' equity, and cash
flows for each of the years in the three-year period ended December 31,
1995.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
February 6, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
Pursuant to Rule 402(c)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
JAMES H. KASSCHAU does hereby appoint and constitute Robert J.
Cobuzzi and James A. Eder and each of them as his agent and attorney-in-
fact to execute in his name, place and stead (whether on behalf of the
undersigned individually or as an officer or director of said Corporation
or otherwise) an amendment to a Registration Statement on Form S-8
relating to the Kollmorgen 1992 Stock Ownership Plan for Non-Employee
Directors increasing by 175,000 shares reserved for issuance there under,
and all instruments necessary or advisable in connection with such
amendment to the Registration Statement; and to file the same with the
Securities and Exchange Commission. Each of the said attorneys shall have
the power to act hereunder with or without the other.
IN WITNESS WHEREOF, the undersigned has executed this form this 6th
day of February , 1997.
/s/ James H. Kasschau
_________________________________
James H. Kasschau
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
J. DOUGLAS MAXWELL, JR. does hereby appoint and constitute Robert J.
Cobuzzi and James A. Eder and each of them as his agent and attorney-in-
fact to execute in his name, place and stead (whether on behalf of the
undersigned individually or as an officer or director of said Corporation
or otherwise) an amendment to a Registration Statement on Form S-8
relating to the Kollmorgen 1992 Stock Ownership Plan for Non-Employee
Directors increasing by 175,000 shares reserved for issuance there under,
and all instruments necessary or advisable in connection with such
amendment to the Registration Statement; and to file the same with the
Securities and Exchange Commission. Each of the said attorneys shall have
the power to act hereunder with or without the other.
IN WITNESS WHEREOF, the undersigned has executed this form this 6th
day of February , 1997.
/s/ J. Douglas Maxwell, Jr.
_________________________________
J. Douglas Maxwell, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
ROBERT N. PARKER does hereby appoint and constitute Robert J. Cobuzzi
and James A. Eder and each of them as his agent and attorney-in-fact to
execute in his name, place and stead (whether on behalf of the undersigned
individually or as an officer or director of said Corporation or
otherwise) an amendment to a Registration Statement on Form S-8 relating
to the Kollmorgen 1992 Stock Ownership Plan for Non-Employee Directors
increasing by 175,000 shares reserved for issuance there under, and all
instruments necessary or advisable in connection with such amendment to
the Registration Statement; and to file the same with the Securities and
Exchange Commission. Each of the said attorneys shall have the power to
act hereunder with or without the other.
IN WITNESS WHEREOF, the undersigned has executed this form this 6th
day of February , 1997.
/s/ Robert N. Parker
_________________________________
Robert N. Parker
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
GEORGE P. STEPHAN does hereby appoint and constitute Robert J.
Cobuzzi and James A. Eder and each of them as his agent and attorney-in-
fact to execute in his name, place and stead (whether on behalf of the
undersigned individually or as an officer or director of said Corporation
or otherwise) an amendment to a Registration Statement on Form S-8
relating to the Kollmorgen 1992 Stock Ownership Plan for Non-Employee
Directors increasing by 175,000 shares reserved for issuance there under,
and all instruments necessary or advisable in connection with such
amendment to the Registration Statement; and to file the same with the
Securities and Exchange Commission. Each of the said attorneys shall have
the power to act hereunder with or without the other.
IN WITNESS WHEREOF, the undersigned has executed this form this 6th
day of February , 1997.
/s/ George P. Stephan
_________________________________
George P. Stephan
