August 3, 1995
SECURITIES & EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, DC 20549-1004
Attention: Filing Desk, Stop 1-4
Re: Form S-8 Registration Statement
Gentlemen:
Being transmitted to you with this letter is Aydin Corporation's Form
S-8 Registration Statement to register an aggregate of 150,000 shares of
the Company's Common Stock, $1.00 par value, 50,000 shares for its amended
1994 Incentive Stock Option Plan and 100,000 shares for four Individual Non-
Qualified Options.
Payment of the Registration Fee of $637.76, was made to the lockbox
on August 2, 1994, by Fedwire.
If you have any questions with reference to the enclosed documents,
please call me collect at (215) 657-7510.
Sincerely,
/s/ Robert A. Clancy
Robert A. Clancy
Secretary and
Corporate Counsel
RAC:sbk
cc: The New York Stock Exchange, Inc.
Frederick W. Dreher, Esquire
Kenneth W. Banet
James W. Kay
Herbert Welber
Enclosures
<PAGE>
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AYDIN CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 23-1686808
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 Dresher Road
Horsham, PA 19044
(Address of Principal Executive Offices) (Zip Code)
1994 Incentive Stock Option Plan
and
Individual Non-Qualified Options
(Full title of the plan)
Secretary
AYDIN CORPORATION
700 Dresher Road
Horsham, PA 19044
215-657-7510
(Name and address and telephone number of agent for service)
________________________________
Copy to:
Frederick W. Dreher, Esquire
Duane, Morris & Heckscher
One Liberty Place
Philadelphia, PA 19103-7396
215-979-1000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Proposed Amount of
securities to to be maximum maximum registration
be registered registered(1) offering aggregate fee (2)
price per offering
share (2) price (2)
<S> <C> <C> <C> <C>
Common Stock 150,000 shares $12.33 $1,849,500.00 $637.76
$1 par value
<FN>
(1) The registration statement also covers an indeterminable additional
number of shares as may become issuable pursuant to the anti-dilution
provisions of the options.
(2) Calculated at an average option price of $11.41 per share for 124,200
shares at which options already granted may be exercised, pursuant
to paragraph (h) of Rule 457, and for 25,800 shares, estimated solely
for purposes of calculating the registration fee pursuant to paragraph
(c) of Rule 457, based upon the average of the high and low prices as
reported by the New York Stock Exchange, Inc. on July 28, 1995, of
$16.75 per share.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Securities and
Exchange Commission, are incorporated in the Section 10(a) prospectus under
the Securities Act of 1993 (the "Securities Act") by reference:
(a) Aydin Corporation's ("Aydin" or the "Company") annual report on
Form 10-K for the year ended December 31, 1994 filed March 31, 1995, pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), which contains, either directly or by incorporation
by reference, audited financial statements for the Company's latest fiscal
year for which such statements have been filed, and the notes to the
financial statements with information as to stock options, including the
amounts outstanding, their average exercise price, and range of expiration
dates.
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
documents of the Company referred to in (a) above.
(c) The Company's definitive proxy statement filed pursuant to Section
14 of the Exchange Act in connection with the annual meeting of its
stockholders held on April 28, 1995.
(d) The Company's Registration Statement, File No. 1-7203 as amended,
filed under Section (12(b) of the Exchange Act, containing a description of
the Common Stock of the Company, including any amendments or reports filed for
the purpose of updating such description.
All reports and other documents filed by the Company after the filing
hereof pursuant to Sections 13, 14 and 15(d) of the Exchange Act, as
amended, prior to the filing of a post effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-Laws provide indemnification for directors, officers
or employees from any loss, cost, liability and expense that may be imposed
upon or incurred by them in connection with or resulting from any claim,
action, suit, or proceeding, civil or criminal, in which they may become
involved by reason of their being or having been a director, officer or
employee of the Company. No such director, officer or employee shall be
entitled to claim such indemnity (1) with respect to any matter as to which
there shall have been a final adjudication that he has committed or allowed
some act or omission (a) otherwise than in good faith in what he considered
to be the best interest of the Company, and (b) without reasonable cause to
believe that such act or omission was proper and legal; or (2) in the event
of a settlement of such claim, action, suit, or proceeding unless (a) the
court having jurisdiction thereof shall have approved of such settlement
with knowledge of the indemnity provided herein, or (b) a written opinion
of independent counsel, selected by or in manner determined by the Board of
Directors, shall have been rendered substantially concurrently with such
settlement, to the effect that it was not probable that the matter as to
which indemnification is being made would have resulted in a final
adjudication as specified in clause (1) above and the said loss, cost,
liability or expense may properly be borne by the Company. A conviction or
judgment in a criminal action, suit or proceeding shall not be deemed an
adjudication that such director, officer or employee has committed or
allowed some act or omission as hereinabove provided if independent legal
counsel, selected as hereinabove set forth, shall render, substantially
concurrently with such conviction or judgment, a written opinion that such
director, officer or employee was acting in good faith in what he
considered to be the best interest of the Company or was not without
reasonable cause to believe that such act or omission was proper and legal.
The Company's Restated Certificate of Incorporation provides that no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) paying a dividend or approving a stock repurchase that
is illegal under the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file during any period in which offers or sales are being
made, post-effective amendment(s) to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the Plan or the Individual Options.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company, the Company has been advised that in the opinion of
the Securities and Exchange Commission, such indemnification is against
public policy as expressed in liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act, and will be governed by the final adjudication of such
issue.
<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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Horsham, Commonwealth of
Pennsylvania, on this 28th day of July, 1995.
AYDIN CORPORATION
By /s/ Robert A. Clancy
Robert A. Clancy, Secretary
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 date indicated.
/s/ Ayhan Hakimoglu Dated: July 28, 1995
Ayhan Hakimoglu
Chief Executive Officer and
Chairman of the Board of Directors
/s/ Donald S. Taylor Dated: July 28, 1995
Donald S. Taylor
President and Director
/s/ John F. Vanderslice Dated: July 28, 1995
John F. Vanderslice
Vice President and Director
/s/ Herbert Welber Dated: July 28, 1995
Herbert Welber
Controller and Assistant Treasurer
Principal Accounting Officer
/s/ Jay L. Landis Dated: July 28, 1995
Jay L. Landis
Treasurer and Assistant Secretary
Principal Financial Officer
/s/ I. Gary Bard Dated: July 28, 1995
I. Gary Bard
Director
/s/ Nev A. Gokcen Dated: July 28, 1995
Nev A. Gokcen
Director
/s/ Harry D. Train, II Dated: July 28, 1995
Harry D. Train, II
Director
<PAGE>
Form S-8 Registration Statement
EXHIBIT INDEX
Exhibit Description
No. of Exhibit
4.1 1994 Incentive Stock Option Plan, as amended (filed as
Exhibit No. 10.6 to Registrant's Annual Report on Form
10-K for the year ended December 31, 1994 and incorporated
herein by reference).
4.2 Form of 1994 Incentive Stock Option Agreement (filed as
Exhibit No. 4.2 to Registration Statement No. 33-53549
and incorporated herein by reference).
4.3 Form of Individual Non-Qualified Stock Option Agreement,
as amended (filed as Exhibit No. 4.3 to Registration Statement
No. 33-53549 and incorporated herein by reference).
5 Opinion and Consent of Duane, Morris & Heckscher,
Counsel to the Registrant with Respect to the Securities
being registered.
23.1 Consent of Independent Auditors, Grant Thornton LLP
23.2 Consent of Independent Auditors, KPMG Peat Marwick LLP
23.3 Consent of Duane, Morris & Heckscher is contained in
their Opinion filed as Exhibit 5.
<PAGE>
Exhibit 5
DUANE, MORRIS & HECKSCHER
ONE LIBERTY PLACE
PHILADELPHIA, PA 19103
August 3, 1995
Aydin Corporation
700 Dresher Road
P.O. Box 349
Horsham, PA 19044
Re: Aydin Corporation
Form S-8 Registration Statement
Gentlemen:
As outside counsel for Aydin Corporation (the "Company"), a Delaware
corporation, we have reviewed the Company's Registration Statement on
Form S-8 (the "Registration Statement") relating to the offer and sale by
the Company of up to 150,000 shares (the "Shares") of the Company's
Common Stock, par value $1.00 per share, of which 50,000 Shares are
available for issuance pursuant to the Company's 1994 Incentive Stock
Option Plan and 100,000 Shares are available for issuance pursuant to
Individual Non-Qualified Stock Options (collectively, the "Plans").
We have examined copies of the Company's Certificate of
Incorporation and By-laws, as amended to date, the corporate minutes and
other proceedings and records relating to the authorization, sale and
issuance of the Shares, and such other documents and matters of law as we
have deemed necessary or appropriate in order to render this opinion.
Based upon the foregoing, it is our opinion that each of the Shares,
when issued in accordance with the terms of the respective Plans and the
options granted thereunder, will be duly authorized, legally and validly
issued and outstanding, fully paid and nonassessable.
We hereby consent to the use of this opinion in the Registration
Statement.
Sincerely,
DUANE, MORRIS & HECKSCHER
By: /s/ Frederick W. Dreher
A Partner
FWD/JWK:mpa
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Aydin Corporation of our reports dated
February 20, 1995, relating to the consolidated balance sheet of Aydin
Corporation and subsidiaries as of December 31, 1994, and the related
consolidated statements of operations and cash flows, and related
schedules for the year ended December 31, 1994, which reports appear in
or are incorporated by reference in the 1994 Annual Report on Form 10-K
of Aydin Corporation.
/s/ Grant Thornton LLP
GRANT THORNTON LLP
Philadelphia, Pennsylvania
August 3, 1995
<PAGE>
Exhibit 23.2
The Board of Directors
Aydin Corporation:
We consent to incorporation by reference in this Registration Statement
on Form S-8 of Aydin Corporation of our report dated February 25, 1994,
relating to the consolidated balance sheet of Aydin Corporation and
subsidiaries as of December 31, 1993, and the related consolidated
statements of operations and cash flows and related schedule for each of
the years in the two-year period then ended, which report appears in the
1994 annual report on Form 10-K of Aydin Corporation.
/s/ KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
August 3, 1995
