As filed with the Securities and Exchange Commission on April 24, 1997
Registration No. 33-22676
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
Form S-8
OF
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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AMP INCORPORATED
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0332575
(state or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
470 Friendship Road
Harrisburg, Pennsylvania 17111
(717) 564-0100
(Address, including zip code, and telephone number, including area
code, of principal executive offices, including zip code)
1982 INCENTIVE STOCK OPTION PLAN FOR KEY EMPLOYEES OF
MATRIX SCIENCE CORPORATION
and
1985 STOCK OPTION PLAN FOR KEY EMPLOYEES OF
MATRIX SCIENCE CORPORATION
(Full title of the Plans)
David F. Henschel
AMP Incorporated
470 Friendship Road
Harrisburg, Pennsylvania 17111
(Name and Address of Agent for Service)
(717) 592-4205
(Telephone Number, Including Area Code, of Agent for Service)
Upon its effectiveness on August 30, 1988, the Post Effective Amendment No.
1 on Form S-8 to Registration Statement on Form S-4 of AMP Incorporated (the
"Company"), Registration No. 33-22676 (the "Registration Statement"), covered
127,451 shares of common stock of the Company ("Common Stock").
The Company hereby deregisters all of the shares of Common Stock originally
registered under the Post-Effective Amendment No. 1 on Form S-8 that remained
unsold at the termination of the offering to which the Post-Effective Amendment
No. 1 on Form S-8 relates. Such number of unsold shares of Common Stock of the
Company is 25,035.
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-4 and has duly caused this Post-Effective
Amendment No. 2 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Harrisburg, Commonwealth
of Pennsylvania, on the 23rd day of April, 1997.
AMP INCORPORATED
By: /s/ W. J. Hudson
----------------------------------
William J. Hudson, Chief Executive
Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to Registration Statement has been signed by the
following persons in the capacities indicated on April 23, 1997.
Signature Capacity
/s/ J. E. Marley
___________________________ Chairman and a Director
James E. Marley
/s/ W. J. Hudson
___________________________ Chief Executive Officer and President
William J. Hudson and a Director
(Principal Executive Officer)
/s/ Robert Ripp
___________________________ Vice President and Chief Financial Officer
Robert Ripp (Principal Financial and Accounting Officer)
/s/ William S. Urkiel
___________________________ Controller
William S. Urkiel
___________________________ Director
Dexter F. Baker
/s/ Ralph D. DeNunzio
___________________________ Director
Ralph D. DeNunzio
/s/ Barbara H. Franklin
___________________________ Director
Barbara H. Franklin
/s/ Joseph M. Hixon
___________________________ Director
Joseph M. Hixon
/s/ J. Magliochetti
___________________________ Director
Joseph M. Magliochetti
/s/ Harold A. McInnes
___________________________ Director
Harold A. McInnes
/s/ J. Meyer
___________________________ Director
Jerome J. Meyer
/s/ John C. Morley
___________________________ Director
John C. Morley
/s/ Paul G. Schloemer
___________________________ Director
Paul G. Schloemer
/s/ T. Shiina
___________________________ Director
Takeo Shiina
INDEX TO EXHIBITS
Exhibit
Number Description
3.(i)(a) Restated Articles of Incorporation of the Company (Incorporated by
reference to Exhibit 3.(i).(B) of the Report on Form 8-K filed on
January 31, 1995).
3.(ii) By-laws of the Company (Incorporated by reference to Exhibit 3.(ii) of
the Annual Report on Form 10-K for the year ended December 31, 1994).
4.A Shareholder Rights Plan between the Company and Manufacturers Hanover
Trust Company, as Rights Agent, adopted by the Company's Board of
Directors on October 25, 1989 (Incorporated by reference to Exhibit
4.A of the Annual Report on Form 10-K for the year ended December 31,
1994).
4.B Amendment to Shareholder Rights Plan between the Company and Chemical
Bank, as Rights Agent for the Shareholder Rights Plan, dated September
4, 1992 (Incorporated by reference to Exhibit 4-b of the Annual Report
on Form 10-K for the year ended December 31, 1992).
10.A 1982 Incentive Stock Option Plan for Key Employees of Matrix Science
Corporation (Incorporated by reference to Exhibit 10.3 to Form S-1
(Registration No. 2-86129) of Matrix Science Corporation filed with
the Securities and Exchange Commission on August 26, 1983).
10.B 1985 Stock Option Plan for Key Employees of Matrix Science Corporation
(Incorporated by reference to Exhibit 10.4 to Matrix Science
Corporation's Annual Report on Form 10-K for fiscal year ended June
30, 1986).
10.C Form of 1982 Incentive Stock Option Agreement (Incorporated by
reference to Exhibit 10.3 to Form S-1 (Registration No. 2-86129) of
Matrix Science Corporation filed with the Securities and Exchange
Corporation on August 26, 1983).
10.D Form of 1985 Incentive Stock Option Agreement (Incorporated by
reference to Exhibit 10.4 to Matrix Science Corporation's Annual
Report on Form 10-K for fiscal year ended June 30, 1986).
10.E Form of 1985 Non-qualified Stock Option Agreement (Incorporated by
reference to Exhibit 10.4 to Matrix Science Corporation's Annual
Report on Form 10-K for fiscal year ended June 30, 1986).
5. Opinion of Charles W. Goonrey, General Legal Counsel of the Company,
regarding the legality of the shares of Common Stock (Previously filed
with this Registration Statement).
23. Consents of Experts and Counsel.
A. The consent of Arthur Andersen LLP.
B. The consent of Charles W. Goonrey is included in his opinion
filed as Exhibit 5.
EXHIBIT 23.A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated February 14,
1997 incorporated by reference in AMP Incorporated's Form 10-K for the year
ended December 31, 1996 and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
Philadelphia, PA
April 24, 1997
