As filed with the Securities and Exchange Commission on April 27,
1995.
Registration No. 33-58549
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
SHELDAHL, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0758073
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1150 Sheldahl Road
Northfield, Minnesota 55057
(Address of Principal Executive Offices and zip code)
______________________________
SHELDAHL, INC.
1994 STOCK PLAN
(Full title of the Plan)
______________________________
James E. Donaghy
President
Sheldahl, Inc.
1150 Sheldahl Road
Northfield, MN 55057
(507) 663-8000
(Name, address, including zip
code and telephone number
of agent for service)
Copy to:
Charles P. Moorse
Lindquist & Vennum P.L.L.P.
4200 IDS Center
Minneapolis MN 55402
(612) 371-3211
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Amendment No. 1 to the S-8
Registration Statement filed on April 12, 1995 (Registration No.
33-58549) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Northfield and the State of Minnesota, on
the 27th day of April, 1995.
SHELDAHL, INC.
By /s/ James E. Donaghy
______________________________
James E. Donaghy
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the S-8 Registration Statement filed on
April 12, 1995 (Registration No. 33-58549) has been signed below on
the 26th day of April, 1995, by the following person in the
capacities indicated.
Signature Title
/S/ James E. Donaghy
_________________________ President, Chief Executive Officer
James E. Donaghy (Principal Executive Officer)
/s/ John V. McManus
_________________________ Vice President, Finance
John V. McManus (Principal Financial Officer)
*
_________________________ Chairman of the Board
James S. Womack
*
_________________________ Director
Richard S. Wilcox
*
_________________________ Director
Kenneth J. Roering
*
_________________________ Director
William B. Miller
*
_________________________ Director
Gerald E. Magnuson
_________________________ Director
John G. Kassakian
*
_________________________ Director
Beekman Winthrop
*By /s/ James E. Donaghy
_________________________
James E. Donaghy
Attorney-in-Fact
<PAGE>
DESCRIPTION OF AMENDMENTS
This Post-Effective Amendment No. 1 to Form S-8 is being made
to amend Item 3 to include an additional document incorporated by
reference and to amend Item 8 to restate Exhibit 23.2 in its
entirety.
<PAGE>
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:
(a) The Annual Report of the Company on Form 10-K for the
fiscal year ended September 2, 1994.
(b) The Definitive Proxy Statement dated November 29, 1994
for the 1995 Annual Meeting of Shareholders.
(c) The Quarterly Reports of the Company on Forms 10-Q for
the quarters ended September 2, 1994 and March 3, 1995.
(d) The description of the Company's Common Stock as set
forth in the Company's Form S-2 Registration Statement dated June
22, 1994 (Registration No. 33-79266), including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement
of our reports dated October 7, 1994 included or incorporated
by reference in Sheldahl, Inc.'s Form 10-K for the year ended
September 2, 1994 and to all references to our Firm included in
this Registration Statement.
/s/ Aurther Andersen, L.L.P.
Minneapolis, Minnesota,
April 11, 1995
