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Registration No. 33-40223
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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
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AMETEK, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-4923320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Station Square 19301
Paoli, Pennsylvania (Zip Code)
(Address of Principal Executive Offices)
1991 STOCK INCENTIVE PLAN OF AMETEK, INC.
1987 EMPLOYEES' STOCK INCENTIVE PLAN OF AMETEK, INC.
1983 EMPLOYEES' INCENTIVE STOCK OPTION PLAN
1981 EMPLOYEES' NON-QUALIFIED STOCK OPTION AND
STOCK APPRECIATION RIGHTS PLAN
(Full title of the plans)
Robert W. Yannarell
AMETEK, INC.
Station Square
Paoli, Pennsylvania 19301
(Name and address of agent for service)
610-647-2121
(Telephone number, including area code,
of agent for service)
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Copy to:
Lewis G. Cole, Esq.
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004-2696
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WITHDRAWAL OF SHARES FROM REGISTRATION
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The Registrant, by this Post-Effective Amendment No. 1 to its Registration
Statement on Form S-8 (Registration No. 33-40223) (the "Registration
Statement"), as of the close of business on September 29, 1995 withdraws
from registration under the Securities Act of 1933, as amended, 1,413,810
shares (the "Withdrawn Shares") of the Registrant's Common Stock, $.01 par
value (the "Common Stock"), which were included in the Registration
Statement.
REASON FOR WITHDRAWAL
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The Registration Statement registered a maximum of 5,902,723 shares (the
"Total Shares") of Common Stock issuable by the Registrant pursuant to its
1991 Stock Incentive Plan of AMETEK, Inc., 1987 Employees' Stock Incentive
Plan of AMETEK, Inc., 1983 Employees' Incentive Stock Option Plan, and 1981
Employees' Non-Qualified Stock Option and Stock Appreciation Rights Plan of
AMETEK, Inc. (collectively, the "Plans"). Out of the Total Shares, the
Withdrawn Shares remain from those reserved for the grant of stock
appreciation rights, pursuant to the Plans.
The Registrant will not grant any stock appreciation rights
associated with the Withdrawn Shares. Accordingly, the Registrant hereby
withdraws from registration the Withdrawn Shares.
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SIGNATURE
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Pursuant to Rule 478(a)(4) of the General Rules and Regulations
under the Securities Act of 1933, as amended, this Post-Effective Amendment
No. 1 to the Registrant's Registration Statement on Form S-8 (Registration
No. 33-40223) has been signed by the Agent for Service designated therein,
on October 2, 1995.
AMETEK, INC.
By: /s/ Robert W. Yannarell
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Robert W. Yannarell
Agent for Service
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