<PAGE> 1
As Filed with the Securities and Exchange Commission on January 27, 1999
Registration No. 33-40297
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BELL COMMUNICATIONS RESEARCH
SAVINGS AND SECURITY PLAN
(Exact Name of Issuer as Specified in its Charter)
State of Organization: Delaware
I.R.S. Employer Identification No.: 22-2478398
Primary Standard Industrial Classification No.: None
445 South Street
Morristown, New Jersey 07960-6438
(Address of Principal Executive Offices)
Telephone Number: (973) 829-2391
Judith S. Musicant, Esq. Send Copy to:
445 South Street James M. Cain, Esq.
Morristown, New Jersey 07960-6438 Sutherland, Asbill & Brennan LLP
(973) 829-2391 1275 Pennsylvania Avenue, N.W.
(Name, Address and Telephone Washington, D.C. 20004-2415
Number of Agent for Service of Process) (202) 383-0100
<PAGE> 2
BELL COMMUNICATIONS RESEARCH SAVINGS AND SECURITY PLAN
The sole purpose of this Post Effective Amendment No. 1 is to
deregister the remaining Units of Participation ("Units") sponsored by Bell
Communications Research, Inc. ("Bellcore") for the Bell Communications Research
Savings and Security Plan (the "Bellcore Plan"). The Securities and Exchange
Commission (the "Commission") had expressly authorized the use of Form S-8 for
the registration of the Units and a Form S-8 with respect to the Bellcore Plan
was filed with the Commission on April 30, 1991 (the "Registration Statement").
Bellcore, previously owned by seven regional telephone holding
companies (the "Parent Companies"), was acquired by Science Applications
International Corporation ("SAIC") during 1997 (the "Acquisition"). SAIC filed a
Registration Statement on Form S-8 with the Commission on August 26, 1997
(Registration No. 333-34335) (the "SAIC Form S-8") with respect to an amended
version of the Bellcore Plan (the "Amended Bellcore Plan").
Prior to the filing of the SAIC Form S-8, a no-action letter
request dated June 18, 1997 was filed with the Commission on behalf of SAIC by
Baker & McKenzie requesting that the Commission allow SAIC to file the SAIC Form
S-8 and permit the SAIC Form S-8 to become effective prior to the consummation
of the Acquisition thereby allowing SAIC the opportunity to inform Bellcore
employees (including certain former employees of Bellcore) (the "Bellcore
Employees") of the addition of options to the Bellcore Plan whereby the Bellcore
Employees could purchase SAIC stock (the "No-Action Request"). As further
indicated in the No-Action Request, the Bellcore Plan afforded Bellcore Employee
participants an option to elect to invest portions of their salaries in various
alternative investments one of which included the option for the participant to
allocate a portion of such participant's salary in the common stock of the
Parent Companies. Under the Amended Bellcore Plan, the option to elect to invest
in the Parent Companies' stock would no longer be available upon consummation of
the Acquisition. However, such option was being replaced with the investment
option to purchase SAIC stock. The SAIC Form S-8 covering the Amended Bellcore
Plan became effective on August 26, 1997.
Under this Registration Statement, Bellcore registered the Units
in an indeterminate amount. By this Post-Effective Amendment No. 1, Bellcore
hereby terminates this Registration Statement and removes from registration
Units which remain unsold as of the date hereof.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
2
<PAGE> 3
Pursuant to the requirements of the Securities Act of 1933 and
Rule 478 thereunder, the registrant has duly caused this Post-Effective
Amendment No. 1 of the Bell Communications Research Savings and Security Plan to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
Township of Morristown, State of New Jersey, on October 28, 1998.
SIGNATURES TITLE
/s/ Gwen P. Taylor Chairman
- ----------------------------------- Employees' Benefit Committee
Gwen P. Taylor
/s/ Nancy A. Adams Member
- ----------------------------------- Employees' Benefit Committee
Nancy A. Adams
/s/ Kirby R. Baden Member
- ----------------------------------- Employees' Benefit Committee
Kirby R. Baden
/s/ David E. Leonard Member
- ----------------------------------- Employees' Benefit Committee
David E. Leonard
/s/ Ian M. Lifchus Member
- ----------------------------------- Employees' Benefit Committee
Ian M. Lifchus
/s/ Joseph G. Rumpolo Member
- ----------------------------------- Employees' Benefit Committee
Joseph G. Rumpolo
/s/ George E. Hess Administrator
- ----------------------------------- Employees' Benefit Committee
George E. Hess
3
