<PAGE>
As filed with the Securities and Exchange Commission on June 11, 1999
Registration No. 333-23007
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
AMERICAN POWER CONVERSION CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-2722013
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
132 Fairgrounds Road
West Kingston, Rhode Island 02892
(401) 789-5735
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
____________________
Rodger B. Dowdell, Jr.
President and Chief Executive Officer
132 Fairgrounds Road
West Kingston, Rhode Island 02892
(401) 789-5735
(Name and address, including zip code, and telephone number,
including area code, of agent for service of process)
____________________
Copies to:
Jeffrey Giguere, Esq. William B. Simmons, Jr., Esq.
AMERICAN POWER CONVERSION TESTA, HURWITZ & THIBEAULT, LLP
CORPORATION High Street Tower
132 Fairgrounds Road 125 High Street
West Kingston, Rhode Island Boston, Massachusetts 02110
02892 (617) 248-7000
(401) 789-5735
<PAGE>
The Registrant hereby removes from registration under this Registration
Statement (333-23007) 354,746 shares of Common Stock, par value $.01 per share
(the "Common Stock"), registered hereunder (all shares originally registered
hereunder being referred to as the "Offered Shares"), that have not been sold
pursuant to this Registration Statement. By the terms of this Registration
Statement and a Registration Rights Agreement among the Registrant and the
holders of Offered Shares, the Registrant was required to keep this Registration
Statement effective until the earlier of the sale of all the Offered Shares
pursuant to the registration statement or February 14, 1999 (being the second
anniversary of the effective date of the Merger). As of the date hereof,
605,542 Offered Shares have been sold or otherwise transferred by selling
stockholders under this Registration Statement. Pursuant to the Registrant's
Undertaking in Item 17 of this Registration Statement, the Registrant hereby
removes from registration the 354,746 Offered Shares that have not been sold
pursuant to this Registration Statement prior to the date hereof
<PAGE>
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 the requirements for filing on Form S-3 and has duly caused
this Post-Effective Amendment No. 1 to this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
West Kingston, Rhode Island on June 11, 1999.
AMERICAN POWER CONVERSION CORPORATION
By: /s/ Donald M. Muir
Donald M. Muir
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
Signature Title(s) Date
* President, Chief Executive Officer and June 11, 1999
Chairman of the Board of Directors
Rodger B. Dowdell, Jr. (Principal Executive Officer)
* Vice President, Clerk and Director June 11, 1999
Emanuel E. Landsman
* Vice President and Director June 11, 1999
Neil E. Rasmussen
* Director June 11, 1999
Ervin F. Lyons
* Director June 11, 1999
James D. Gerson
/s/ Donald M. Muir Chief Financial Officer June 11, 1999
Donald M. Muir (Principal Financial and Accounting
Officer)
*By: /s/ Donald M. Muir
Donald M. Muir
Attorney-in-Fact
