IMO INDUSTRIES INC
S-8 POS, 1995-06-23
PUMPS & PUMPING EQUIPMENT
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Registration No. 33-26118 
   
                   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   
   
                           ____________________   
   
                            IMO INDUSTRIES INC.   
                       (Exact name of registrant as    
                          specified in its charter)   
   
       Delaware                                     21-0733751   
(State or other jurisdiction of                  (I.R.S. Employer   
 incorporation or organization)                 Identification No.)   
   
   
1009 Lenox Drive, Building Four West   
    Lawrenceville, New Jersey                          08648             
(Address of Principal Executive Offices)             (Zip Code)   
                            ____________________   
   
      IMO INDUSTRIES INC. EQUITY INCENTIVE PLAN FOR KEY EMPLOYEES   
   EQUITY INCENTIVE PLAN FOR OUTSIDE DIRECTORS OF IMO INDUSTRIES INC.   
                            (Full title of plans)   
                             ____________________   
   
                            Thomas J. Bird, Esquire   
            Executive Vice President, General Counsel and Secretary   
                      1009 Lenox Drive, Building Four West   
                        Lawrenceville, New Jersey  08648   
                     (Name and address of agent for service)   
   
                               (609) 896-7600   
                   (Telephone number, including area code,   
                             of agent for service)   
                             ____________________   
   
                                    Copy to:   
                           Kathleen M. Shay, Esquire   
                           Duane, Morris & Heckscher   
                                One Liberty Place   
                          Philadelphia, PA  19103-7396   
   
   
   
   
   
   
On December 14, 1988 Imo Industries Inc. (the "Registrant") filed    
Registrant's Registration Statement No. 33-26118 on Form S-8 (the    
"Registration Statement") with the Securities and Exchange Commission    
relating to the sale of up to 1,300,000 shares of Registrant's Common    
Stock the ("Shares"), of which 700,000 Shares were issuable under the    
Imo Industries Inc. Equity Incentive Plan for Key Employees and 600,000    
Shares were issuable under the Equity Incentive Plan for Outside    
Directors of Imo Industries Inc. that was adopted by the Company in 1988    
(the "Outside Director Plan").   
   
Registrant has amended the Outside Director Plan in order to reduce the    
number of Shares issuable thereunder to an aggregate of 360,000 Shares.     
Therefore, Registrant hereby deregisters under the Registration    
Statement 240,000 Shares issuable under the Outside Director Plan.   
   
   
   
   
   
   
                         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 Registration Statement to be signed on its behalf by the    
undersigned, thereunto duly authorized, in Lawrenceville, New Jersey on    
June 21, 1995.   
   
                                    IMO INDUSTRIES INC.   
   
   
                                    By: /s/ DONALD K. FARRAR   
                                    Donald K. Farrar,   
                                    Chairman, President and    
                                    Chief Executive Officer   
   
     Pursuant to the requirements of the Securities Act of 1933, this    
Registration Statement has been signed below by the following persons in    
the capacities and on the dates indicated.   
   
     
  Signature                   Title                            Date     
     
                            Chairman, President, Chief     
                            Executive Officer and Director    
/s/ DONALD K. FARRAR        (principal executive officer)  June 21, 1995    
Donald K. Farrar     
    
                            Executive Vice President and    
                            Chief Financial Officer    
/s/ WILLIAM M. BROWN        (principal financial officer)  June 21, 1995    
William M. Brown     
     
                            Vice President and     
                            Corporate Controller     
/s/ ROBERT A. DERR II       (principal accounting officer) June 21, 1995    
Robert A. Derr II     
     
     
/s/ JAMES B. EDWARDS        Director                       June 21, 1995    
James B. Edwards     
     
     
/s/ J. SPENCER GOULD        Director                       June 21, 1995    
J. Spencer Gould     
     
     
                            Director                       June 21, 1995    
Richard J. Grosh     
     
     
/s/ CARTER P. THACHER       Director                       June 21, 1995    
Carter P. Thacher     
     
     
/s/ DONALD C. TRAUSCHT      Director                       June 21, 1995    
Donald C. Trauscht     
     
     
/s/ARTHUR E. VAN LEUVEN     Director                       June 21, 1995    
Arthur E. Van Leuven     
    
    




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