Registration No. 2-77623
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 6
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)
1980 Executive Non-Qualified Stock Option Plan,
1981 Incentive Stock Option Plan
and
Individual Non-Qualified Stock Options
__________________________
(Full title of the plan)
Robert A. Clancy, Secretary
AYDIN CORPORATION
700 Dresher Road
Horsham, PA 19044
215-657-7510
(Name and address and telephone number of agent for service)
________________________________
Copy to:
John W. Kauffman, Esquire
Duane, Morris & Heckscher
One Liberty Place
Philadelphia, PA 19103-7396
215-979-1000
<PAGE>
On May 20, 1982, Aydin Corporation (the "Registrant") filed
Registration Statement No. 2-77623 on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission relating
to the sale of up to an aggregate of 132,000 shares of
Registrant's Common Stock, $1.00 par value (the "Shares") of
which 10,750 Shares were issuable for options granted under
Registrant's 1980 Executive Non-Qualified Stock Option Plan (the
"1980 Plan"); 100,000 Shares were issuable for options granted
and to be granted under the Registrant's 1981 Incentive Stock
Option Plan (the "1981 Plan"); and 21,250 Shares were issuable
under two Individual Non-Qualified Stock Options (the "Individual
Options") granted by the Registrant.
As a result of a 4-for-3 stock split, record date
August 17, 1982, the Shares reserved for the 1980 Plan were
increased by 3,583 shares; the Shares reserved for the 1981 Plan
were increased by 33,333 shares; and the Shares reserved for the
Individual Options were increased by 7,083 shares.
As of May 5, 1986, the last of the Individual Options
expired with 5,667 Shares remaining unsold.
As a result of a 3-for-2 stock split, record date
November 28, 1988, the Shares reserved for the 1980 Plan were
increased by 3,519 shares and the Shares reserved for the 1981
Plan were increased by 30,631 shares.
The 1980 Plan has expired and all options granted under the
1980 Plan have been exercised, expired or cancelled, leaving
3,057 Shares unsold. The 1981 Plan has expired and all options
granted under the 1981 Plan have been exercised, expired or
cancelled, leaving 17,163 Shares unsold. Therefore, the
Registrant hereby deregisters under the Registration Statement an
aggregate of 25,887 Shares issuable under the 1980 Plan, the 1981
Plan and the Individual Options.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the resistrant 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 1st day of May, 1998.
AYDIN CORPORATION
By: /s/ Robert A. Clancy
Robert A. Clancy, Secretary
Pursuant to the requirements of the Securities Exchange
Act of 1934, this regisration statement has been signed below
by the following persons in the capacities and on the date
indicated.
/s/ I. Gary Bard Dated: May 1, 1998
I. Gary Bard
Chairman of the Board of Directors
and Chief Executive Officer
/s/ John F. Vanderslice Dated: May 1, 1998
John F. Vanderslice
President, Chief Operating
Officer and Director
/s/ James R. Henderson Dated: May 1, 1998
James R. Henderson
Vice President, Treasurer
Chief Financial Officer
/s/ Herbert Welber Dated: May 1, 1998
Herbert Welber
Controller and Assistant Treasurer
(Principal Accounting Officer)
/s/ Ira Brind Dated: May 1, 1998
Ira Brind
Director
/s/ Nev A. Gokcen Dated: May 1, 1998
Nev A. Gokcen
Director
/s/ Gary Mozenter Dated: May 1, 1998
Gary Mozenter
Director
/s/ Harry D. Train, II Dated: May 1, 1998
Harry D. Train, II
Director
