KRUG INTERNATIONAL CORP
S-8 POS, 1997-10-23
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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<PAGE>   1
                                                        Registration No. 2-81404
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                      POST EFFECTIVE AMENDMENT NUMBER 2 TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            KRUG INTERNATIONAL CORP.
             (Exact name of registrant as specified in its charter)

              Ohio                                      31-0621189
 ------------------------------            ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                            KRUG INTERNATIONAL CORP.
                          1290 HERCULES DR., SUITE 120
                                HOUSTON, TX 77058
                                 (281) 212-1233
            (Name, address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                             TECHNOLOGY INCORPORATED
                        1981 INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)

                                JAMES J. MULLIGAN
                                    SECRETARY
                               MULLIGAN & MULLIGAN
                              241 WEST HADLEY ROAD
                               DAYTON, OHIO 45419
                                 (937) 298-2226
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
================================================================================



<PAGE>   2



     On  January  18,  1983,   Technology   Incorporated,   now  known  as  KRUG
International Corp. ("the Corporation"),  filed a Registration Statement on Form
S-8  (#2-81404)  registering  the  offering  of  100,000  Common  Shares  of the
Corporation that might be issued under its 1981 Incentive Stock Option Plan. The
offering has  terminated.  In accordance with item  (512)(a)(iii)  of Regulation
S-K, the Corporation  hereby withdraws from  registration  110,170 shares (after
adjustment for stock dividends and stock splits) that were registered but at the
termination of the offering remained unsold.




















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<PAGE>   3



                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 Post  Effective
Amendment Number 2 to its  Registration  Statement to be signed on its behalf by
the  undersigned,  thereunto duly authorized,  in the City of Houston,  State of
Texas, on this 30th day of July, 1997.

                                          KRUG INTERNATIONAL CORP.


                                          By:  /s/ Charles Linn Haslam
                                              --------------------------------
                                              Charles Linn Haslam, Chairman and
                                              Chief Executive Officer

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated:
<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------
          Name                                 Title                       Date
- ---------------------------------------------------------------------------------------------

<S>                                      <C>                            <C>   
 /s/ Charles Linn Haslam                 Director and                   July 30, 1997  
- --------------------------------         Chief Executive                                                    
Charles Linn Haslam                      Officer                                      
                                         (principal executive                         
                                         officer)                                     
                                                                  
                                                                                       
 /s/ Robert M. Thornton, Jr.             Director, President            July 30, 1997  
- --------------------------------         and Chief Financial                                              
Robert M. Thornton, Jr.                  Officer (principal                            
                                         financial officer)                            
                                                                    
                                                                                       
 /s/ Robert M. Ellis                     Principal                      July 30, 1997  
- --------------------------------         Accounting Officer                                                 
Robert M. Ellis                          (principal accounting                         
                                         officer)                                      
                                                                  
 /s/ James J. Mulligan                   Director                       July 30, 1997  
- --------------------------------                                                       
James J. Mulligan                                                                      
                                                                                       
                                                                                       
 /s/ T.Wayne Holt                        Director                       July 30, 1997  
- --------------------------------
T. Wayne Holt                           

- ---------------------------------------------------------------------------------------------
</TABLE>


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