<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)
______________
Kollmorgen Corporation 1991 Long Term Incentive Plan
(Full title of the plan)
_____________
James A. Eder, Esq.
KOLLMORGEN CORPORATION
1601 Trapelo Road
Waltham, Massachusetts 02154
---------------------------------------
(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(1) fee
-------------------------------------------------------------------------
Common Stock
par value $2.50 300,000 $14.625 $4,387,500.00 $877.50
==========================================================================
(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 21 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. 33-44229 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 859,291 shares of
its common stock, $2.50 par value ("Common Stock") issuable under the
Company's 1991 Long Term Incentive Plan (the "Plan"). On May 8, 1996, at
the Annual Meeting of Shareholders, the shareholders approved an amendment
to the Plan increasing by 300,000 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 1,159,291. 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
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.
<PAGE>
<PAGE>3
(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 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.
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 Act of 1933, this
Registration Statement 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/Director
/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 1991 Long Term 6-14
Incentive Plan, as amended
5 Opinion of James A. Eder, Vice President, 15
and General Counsel of Kollmorgen
Corporation
23 Consent of Coopers & Lybrand L.L.P. 16
24 Powers of Attorney 17-20
<PAGE>
EXHIBIT 4
PROSPECTUS
KOLLMORGEN CORPORATION
COMMON STOCK
Par Value $2.50
______________________
KOLLMORGEN 1991 LONG TERM INCENTIVE PLAN
Kollmorgen Corporation (the"Company") is hereby offering up to
1,159,291 shares of its Common Stock, par value $2.50 per share (the
"Common Stock") pursuant to the terms of the Kollmorgen 1991 Long Term
Incentive Plan, as amended, ("the Plan") to such key employees (including
officers and directors who are employees) of the Company and certain of
its subsidiaries, issuable upon the (i) exercise of stock options, free
standing stock appreciation rights and tandem stock appreciation rights,
and (ii) the grant of restricted stocks and phantom shares. Such offering
is made at the price and on the terms and conditions contained in an
agreement entered into or to be entered into with each participant 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, 1995;
(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
For the purposes of attracting and retaining key employees, the
Company has had some form of stock based incentive plan since 1960. In
April, 1991, the Personnel and Compensation Committee (the "Committee")
recommended the Plan to the Company's Board of Directors, and the
Directors unanimously approved the Plan subject to the approval of the
Company's shareholders. At the Annual Meeting of Shareholders held on
May 23, 1991, a majority of the Company's outstanding shares entitled to
vote thereon approved the adoption of the Plan. At the Annual Meeting of
Shareholders held on May 8, 1996, the Shareholders approved an amendment
increasing the number of shares available to be issued under the the Plan
by 300,000, for a total of 1,159,290 shares of the Company's Common Stock.
The purpose of the Plan is to assist the Company in attracting and
retaining qualified persons as key employees of the Company, its
affiliates or subsidiaries, by giving them an opportunity to obtain a
proprietary interest in the Company. Generally, the Plan provides for the
award of shares of the Company's Common Stock, options to purchase such
<PAGE>
shares and various other rights with respect to such shares (collectively,
the "Awards") to key employees of the Company, or one of its subsidiaries
or affiliates as may be designated and selected by the Committee.
AMOUNT OF COMMON STOCK AVAILABLE UNDER THE PLAN
A total of 1,159,291 shares of the Company's Common Stock are
available to be issued under the Plan. A maximum of 700,000 shares will
be issuable in connection with incentive stock options ("ISOs") qualified
under the Internal Revenue Code of 1986, as amended (the "Code"). The
foregoing limits do not affect the number of Awards which may be granted
that are not payable in shares.
DESCRIPTION OF AWARDS
Stock Options and Stock Appreciation Rights
The Plan permits the granting of stock options ("Options") and stock
appreciation rights ("Stock Appreciation Rights") in tandem with the grant
of Options ("Tandem Stock Appreciation Rights") and other Stock
Appreciation Rights that are not granted in tandem with Options ("Free-
Standing Stock Appreciation Right"). Options granted under the Plan will
be designated at the time of grant as either ISOs or Options which do not
qualify as ISOs ("NQOs"). Tandem Stock Appreciation Rights generally may
be granted with the related Option or after the grant of such Option.
However, Tandem Stock Appreciation Rights that are related to ISOs must be
granted at the same time as such ISOs.
At the time of grant of an Option or Stock Appreciation Right, the
Committee will determine when such Award will vest and become exercisable
and when such Award will expire. However, the expiration date may be no
later than ten years from the date of grant.
When an Option is granted, the Committee will designate a purchase
price with respect to shares purchased when the Option is exercised (the
"Option Price"). However, the Option Price with respect to an ISO may be
no less than 100% of the fair market value of the shares covered by the
ISO on the date that the ISO is granted. The Option Price will also serve
as the base value to be used in calculating the value upon exercise of any
Tandem Stock Appreciation Right issued in connection with such Option.
Similarly, when a Free-Standing Stock Appreciation Right is granted, the
Committee will designate an initial value (the "Initial Value") to be used
in calculating the value upon exercise of any Free-Standing Stock
Appreciation Right.
The participant may pay the Option Price in cash, shares of Common
Stock, other property or a combination thereof, in the discretion of the
Committee.
A Stock Appreciation Right will entitle the participant to receive
cash from the Company in an amount equal to the total number of shares
covered by the Stock Appreciation Right multiplied by the amount by which
the fair market value of a share of Common Stock on the exercise date
exceeds, in the case of a Tandem Stock Appreciation Right, the Option
Price or, in the case of a Free-Standing Stock Appreciation Right, the
Initial Value.
<PAGE>
Alternatively, the Committee may elect to pay the participant in
Common Stock having a fair market value equal to the cash amount
determined above, or in a combination of Common Stock and cash.
Restricted Shares
The Plan permits the Committee to grant or offer for sale, at a price
designated by the Committee, restricted shares of Common Stock
("Restricted Shares"). Payment of the purchase price, if applicable, may
be made in cash, shares of Common Stock, other property or a combination
thereof, in the discretion of the Committee. At the time of grant or
sale, the Committee will designate when the Restricted Shares will vest
and become unforfeitable. Upon the grant or sale of Restricted Shares, a
certificate evidencing the appropriate number of shares of Common Stock
will be issued in the participant's name. The Company will hold such
shares on behalf of the participant until they vest. Once such shares
have vested, the Company will deliver the certificate to the participant.
The participant will be entitled to all rights of a shareholder with
respect to such shares, including voting rights, except that the
participant may not transfer or alienate such shares until they vest.
Once such shares have vested, the participant may transfer them.
Phantom Shares
The Plan permits the Committee to grant phantom shares ("Phantom
Shares"). At the time of grant, the Committee will designate an Initial
Value with respect to each Phantom Share. Each Phantom Share will entitle
the participant to receive, on such date as the Committee may determine,
an amount equal to the fair market value of a share of Common Stock as of
such payment date (or such other measurement of value as may have been
established by the Committee), less the Initial Value of such Phantom
Share. However, the measure of value selected with respect to a Phantom
Share may not produce a payment that would be greater than the fair market
value of a share of Common Stock at the time of such payment. Payment by
the Company with respect to Phantom Shares may be made in cash, Common
Stock or a combination thereof, in the Committee's discretion.
Administration of Plan
The Committee has full authority to administer the Plan, interpret
its provisions and perform such other functions as are assigned to it
under the Plan. No person, while a member of the Committee, will be
eligible to receive an Award.
Award Agreement
Each Award will be evidenced by an agreement between the participant
and the Company. Such agreement will set forth the Option Price or
Initial Value of the Award, if applicable, the vesting schedule of the
Award, the treatment of the Award in the event of the termination of the
participant's employment, provisions for the forfeiture of the Award, such
other provisions, not inconsistent with the Plan, as the Committee may
determine, and, in the case of officers (and directors), such other
restrictions as the Committee deems advisable in order to preserve the
<PAGE>
exemptive relief afforded by Rule 16b-3 of the Securities Exchange Act of
1934, as amended ("Exchange Act"). It is also anticipated that the
agreements may provide for the accelerated vesting or payment of Awards in
the event of extraordinary corporate events, including a substantial
change in the ownership or control of the Corporation. The Committee may,
in its discretion provide that Awards shall not be transferable by the
participant otherwise than by will or the laws of descent and distribution
or pursuant to a qualified domestic relations order as such term is
defined in ERISA, and shall be exercisable during the participants
lifetime only by the participant.
Eligible Employees
It is impossible at this time to determine who will be selected to
receive Awards or the number of Awards that will be granted to any person
or the number of Awards that would have been received during the Company's
last fiscal year had the Plan then been in effect. It is expected,
however, that each such determination will be made on the basis of an
individual's present and potential contributions to the success of the
Company.
Adjustments
In the event of a merger, reorganization, stock split, stock dividend
or any other event affecting the Company's Common Stock, the Committee may
make such adjustments as it deems equitable to preserve for participants
the benefits of Awards, including, but not limited to, adjusting the total
number of shares available for Awards and the number of shares covered by
outstanding Awards.
Term
The Plan will terminate on the tenth anniversary of its adoption,
except that Options and Stock Appreciation Rights then outstanding may
continue to be exercised, Restricted Shares then outstanding will continue
to vest, and Phantom Shares then outstanding will continue to be paid on
the designated date.
The Plan provides that the Board of Directors, at any time, may
terminate, amend or modify the Plan in any respect, except that the Board
may not take certain actions specified in the Plan without shareholder
approval and no amendment may adversely affect the rights of a participant
in an already granted Award without such participant's consent.
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
Corporation, 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.
<PAGE>
U.S. Federal Income Tax Effects
The following is a summary of the federal income tax consequences
upon the issuance and exercise of NQOs, ISOs, Stock Appreciation Rights,
Phantom Shares and Restricted Shares under the Plan to participants and to
the Company under the Code. 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.
The Plan is neither subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), nor qualified under Section
401(a) of the Code.
NQOs
The grant of a NQO will not result in the recognition of taxable
income to the holder or in a deduction to the Company. Upon the exercise
of a NQO, 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 NQO, 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 NQO, 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.
ISOs
In general, no income will be recognized, for federal income tax
purposes, by the participant and no deduction will be allowed to the
Company at the time of the grant or exercise of an ISO. The difference
between the exercise price and the fair market value of the Common Stock
on the date the ISO is exercised, however, will constitute a preference
item for purposes of the alternative minimum tax. In computing
alternative minimum taxable income in the year of disposition of Common
Stock acquired through the exercise of an ISO, the basis of such Common
Stock will be the fair market value on the date of exercise.
When the Common Stock received on exercise of the ISO is sold, the
participant will recognize long-term capital gain or loss equal to the
difference between the amount realized and the exercise price of the ISO
<PAGE>
relating to such Common Stock, provided that the Common Stock is held for
more than two years from the date of grant of the Option and more than one
year from the date of exercise. If the above-mentioned holding period
requirements of the Code are not met, the subsequent sale of Common Stock
received upon exercise of an ISO is a "disqualifying disposition." In
general, the participant will recognize taxable income at the time of such
disqualifying disposition as follows: (i) ordinary income in an amount
equal to the difference between the exercise price and the lesser of the
fair market value of the Common Stock on the date the ISO is exercised or
the amount realized on such disqualifying disposition and (ii) capital
gain or loss to the extent of any difference between the amount realized
on such disqualifying disposition and the fair market value of the Common
Stock on the date the ISO is exercised. Any capital gain or loss will be
long-term or short-term depending upon the holding period of the Common
Stock that is sold. Under these circumstances, the Company may claim a
deduction at the time of the disqualifying disposition equal to the amount
taxable to the participant as ordinary income. Certain additional rules
apply if the exercise price of an ISO is paid in shares previously owned
by the participant.
Stock Appreciation Rights
The grant of a Stock Appreciation Right in connection with a NQO or
ISO will not result in taxable income to the optionee or a deduction to
the Company. In general, upon exercise of a Stock Appreciation Right, the
optionee will recognize ordinary income for federal income tax purposes in
the amount of any cash received plus the fair market value of any shares
of Common Stock received. The Company is required to withhold income tax
on amounts recognized as ordinary income, and is entitled to a tax
deduction for the amount of income recognized by the optionee.
Restricted Shares
Neither the grant nor the purchase of Restricted Shares will result
in the recognition of taxable income to the holder or in a deduction to
the Company. However, upon lapse of the restriction, 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 designated purchase price. At the time of lapse of the
restrictions, the Company will be entitled to a deduction in such amount.
A special election can be made with the Internal Revenue Service within 30
days after purchase if the participant wishes to recognize ordinary income
before the restrictions have lapsed.
If a participant disposes of any Common Stock received upon the
purchase of Restricted Shares, 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.
<PAGE>
Phantom Shares
The grant of Phantom Shares will not result in the recognition of
taxable income to the holder or in a deduction to the Company. Upon
payment by the Company of the difference between the fair market value and
the Initial Value of such Phantom Shares, the participant will recognize
ordinary income for federal income tax purposes in the amount of such
payment and the Company will be entitled to a tax deduction.
Withholding
As a condition to the making of any Award, the vesting of any Award
or the lapse of the restrictions pertaining thereto, the Company may, in
the discretion of the Committee, require the participant to pay such sum
to the Company as may be necessary to discharge the Company's obligations
with respect to any taxes, assessment or other governmental charge imposed
on property or income received by a Participant pursuant to the Plan. In
the discretion of the Committee, such payment may be in the form of cash
or other property. In the discretion of the Committee, the Company may
make available for delivery a lesser number of shares, in satisfaction of
such taxes, assessments or other governmental charges. At the discretion
of the Committee, the Company may deduct or withhold from any payment or
distribution to a participant whether or not pursuant to the Plan. In the
discretion of the Committee, the Company may offer loans to participants
to satisfy withholding requirements on such terms as the Committee may
determine, which terms may be non-interest bearing.
<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 1991 Long Term
Incentive Plan (the "Plan") and the authorization for the reservation for
issuance, the issuance and the sale by Kollmorgen of up to 300,000
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 300,000 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. 33-44229) 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 1991 Long Term Incentive Plan increasing by
300,000 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 4th
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 1991 Long Term Incentive Plan increasing by
300,000 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 4th
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 1991 Long Term Incentive Plan increasing by 300,000
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 4th
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 1991 Long Term Incentive Plan increasing by
300,000 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 4th
day of February , 1997.
/s/ George P. Stephan
_________________________________
George P. Stephan
<PAGE>
