As filed with the Securities and Exchange Commission on July 7, 1997
REGISTRATION NO. 33-60763
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
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REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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BGS SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 04-2559993
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation
ONE FIRST AVENUE, WALTHAM, MASSACHUSETTS 02254-9111
(Address of Principal Executive Offices)
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1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
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C. Russel Hansen, Jr.
Vice President and General Counsel
BGS Systems, Inc.
One First Avenue
Waltham, Massachusetts 02254-9111
(617) 891-0000
(Name, address and telephone number of Agent for Service)
DEREGISTRATION OF SECURITIES
Pursuant to its Registration Statement on Form S-8 (Registration
No. 33-60763) filed with the Securities and Exchange Commission on
June 30, 1995, the Registrant registered an aggregate of 60,000 shares
of its common stock $0.10 par value ("Common Stock"), to be offered
pursuant to the Registrant's 1995 Employee Stock Purchase Plan. The
offering of Common Stock registered pursuant to said Registration Statement
has been terminated, and the Registrant hereby removes from registration
18,022 shares of Common Stock, representing the shares that were not sold
in such offering.
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 No. 1 to its Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Waltham,
Commonwealth of Massachusetts, on this 2nd day of July 1997.
BGS SYSTEMS, INC.
(Registrant)
By: /S/ Harold S. Schwenk, Jr.
___________________________________
Harold S. Schwenk, Jr.
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities indicated on this 2nd day of July, 1997.
Signature Capacity
By: /S/ Harold S. Schwenk, Jr. Chairman of the Board
- ------------------------------ President, and Chief
Harold S. Schwenk, Jr. Executive Officer
By: /S/ Normand Bilodeau
________________________________ Chief Financial Officer
Normand Bilodeau
By: /S/ Jeffrey P. Buzen
________________________________ Director
Jeffrey P. Buzen
By: /S/ Paul R. Duncan
_______________________________ Director
Paul R. Duncan
By: /S/ Judith N. Goldberg
________________________________ Director
Judith N. Goldberg
