PACIFIC SCIENTIFIC CO
15-12B, 1997-12-31
MOTORS & GENERATORS
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                     FORM 15

 Certification and Notice of Termination of Registration under Section 12(g) of
    the Securities Exchange Act of 1934 or Suspension of Duty to File Reports
       Under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                     Commission File Number         1-7744
                                            ------------------------

                           Pacific Scientific Company
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

 620 Newport Center Drive, Suite 700, Newport Beach, CA 92660, (714) 720-1714
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    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

          7-3/4% Convertible Subordinated Debentures due June 15, 2003
- --------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)

                     Common Stock, par value $1.00 per share
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              (Titles of all other classes of securities for which
          a duty to file reports under Section 13(a) or 15(d) remains)

      Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

         Rule 12g-4(a)(1)(i)[x]           Rule 12h-3(b)(1)(ii)[ ]
        Rule 12g-4(a)(1)(ii)[ ]            Rule 12h-3(b)(2)(i)[ ]
         Rule 12g-4(a)(2)(i)[ ]           Rule 12h-3(b)(2)(ii)[ ]
        Rule 12g-4(a)(2)(ii)[ ]                    Rule 15d-6 [ ]
         Rule 12h-3(b)(1)(i)[x]

 Approximate number of holders of record as of the certification or notice date:

                                       -0-
- --------------------------------------------------------------------------------

        Pursuant to the requirements of the Securities Exchange Act of 1934
(Name of registrant as specified in charter) has caused this certification/
notice to be signed on its behalf by the undersigned duly authorized person.

DATE     December 30, 1997                 BY:        /s/ Winston Hickman
    ------------------------------------      ----------------------------------
                                              Winston Hickman, Vice President
                                              & Chief Financial Officer

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.


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