<PAGE>
Registration Statement No. 33-55139
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GILBERT ASSOCIATES, INC.
______________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
Delaware
_______________________________
(State or Other Jurisdiction of
Incorporation or Organization)
23-2280922
___________________
(I.R.S. Employer
Identification No.)
P.O. Box 1498, Reading, Pennsylvania 19603 19603
__________________________________________ __________
(Address of Principal Executive Offices) (Zip Code)
STOCK PURCHASE PROGRAM FOR EMPLOYEES OF
GILBERT ASSOCIATES, INC. AND ITS SUBSIDIARIES
_____________________________________________
(Full title of the Plan)
Thomas F. Hafer, Esq., Secretary
Gilbert Associates, Inc.
P.O. Box 1498
Reading, Pennsylvania 19603
_______________________________________
(Name and Address of Agent For Service)
(610) 775-5900
_____________________________________________________________
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Douglas E. Davidson, Esq.
Berlack, Israels & Liberman
120 West 45th Street
New York, New York 10036
(212) 704-0100
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
4(a)(1) Amendment, dated as of April 10, 1995 to
Stock Purchase Program for Employees of
Gilbert Associates, Inc. and its
Subsidiaries.
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SIGNATURES
The Registrant. 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
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Reading,
Commonwealth of Pennsylvania on this 22nd day of June, 1995.
GILBERT ASSOCIATES, INC.
*
By:________________________________
T. S. Cobb
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date indicated.
Signature and Title Date
*
________________________ June 22, 1995
A. F. Smith, Chairman of
the Board and Director
*
_________________________ June 22, 1995
T. S. Cobb, President and
Chief Executive Officer
(Principal Executive Officer
Acting Principal Financial and
Accounting Officer) and Director
*
__________________________ June 22, 1995
J. W. Boyer, Jr., Director
*
__________________________ June 22, 1995
D. E. Lyons, Director
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*
__________________________ June 22, 1995
J. W. Stratton, Director
*
__________________________ June 22, 1995
J. A. Sutton, Director
*
__________________________ June 22, 1995
D. K. Wilson, Jr. Director
/s/ T. F. Hafer
* By:___________________________
T. F. Hafer,
Attorney-in-Fact
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The Plan. Pursuant to the requirements of the
Securities Act of 1933, the Stock Purchase Program for Employees
of Gilbert Associates, Inc. and Its Subsidiaries (or other
persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Reading, Commonwealth of Pennsylvania, on June , 1995.
STOCK PURCHASE PROGRAM FOR EMPLOYEES OF
GILBERT ASSOCIATES, INC. AND ITS SUBSIDIARIES
By: *
________________________________________
A. F. Smith
Member of the Administrative Committee
By: *
_________________________________________
T. S. Cobb
Member of the Administrative Committee
By: /s/ T. F. Hafer
__________________________________________
T. F. Hafer
Member of the Administrative Committee
* By: /s/ T. F. Hafer
______________________________________
T. F. Hafer,
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit No.
4(a)(1) Amendment, dated as of April 10, 1995 to
Stock Purchase Program for Employees of
Gilbert Associates, Inc. and its
Subsidiaries.
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AMENDMENT DATED AS OF APRIL 10, 1995 TO STOCK
PURCHASE PROGRAM FOR EMPLOYEES OF GILBERT ASSOCIATES, INC. AND
ITS SUBSIDIARIES
GILBERT ASSOCIATES, INC. (the "Employer") has
heretofore established the Stock Purchase Program for Employees
of Gilbert Associates, Inc. and its Subsidiaries for the
exclusive benefit of eligible employees thereunder ("Plan");
WHEREAS, under the terms of the Plan, the Employer has
the ability to amend the Plan.
NOW, THEREFORE, the Employer hereby amends the Plan as
follows:
1. By amending the lead in to the first sentence of
subsection (c) of Section 12 of the Plan to read in its
entirety as follows:
(c) Any other termination not covered by
subsections (a) or (b) or (g) below:
2. By amending Section 12 of the Plan to add at the
end thereof a subsection (g) to read in its entirety as
follows:
(g) Upon termination of a Participant's
employment as a result of the sale by the
Company of any Participating Subsidiary or
substantially all of the assets used by the
Company in its business, affected
Participants shall have the right to receive
a cash distribution in lieu of shares of
Class "A" Common Stock. The cash
distribution shall only be available in the
event that a Participant elects to receive a
distribution in this form prior to the
Participant's termination of employment. A
Participant who elects to receive a cash
distribution shall have shares of the Class
"B" Common Stock held in his account
converted into cash based on the average
trading price of Class "A" Common Stock for
the five-day period immediately preceding the
election. Any election made pursuant to this
Section shall be revocable. A participant
shall only be entitled to make one (1)
election prior to termination of employment.
In the event a participant revokes his
election, no new election to receive a cash
distribution prior to his termination of
employment may be made pursuant to this
Section. Distribution of a Participant's
account shall be made in accordance with the
provisions of Section 12(d) and (e) above.
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3. By amending the second sentence of Section 21 of
the Plan to read in its entirety as follows:
With respect to those employees of the
Participating Subsidiary who have not made an
election pursuant to Section 12(g) above, the
shares of Class "B" Common Stock of Gilbert
Associates, Inc. held by the Trustee for the
account of each Employee of such Company
shall be automatically converted into an
equal number of shares of Class "A" stock of
Gilbert Associates, Inc.
The effective date of this Amendment to the Plan shall
be April 10, 1995.
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