File No. 33-7275
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMDAHL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-1728548
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1250 East Arques Avenue
Sunnyvale, California 94088-3470
(Address of Principal (Zip Code)
Executive Offices)
AMDAHL CORPORATION STOCK OPTION PLAN (1974)
AMDAHL CORPORATION NON-QUALIFIED STOCK OPTION PLAN (1982)
AMDAHL CORPORATION RESTRICTED STOCK PLAN
(Full title of the plans)
Edward F. Thompson
Vice President, Chief Financial Officer and Secretary
AMDAHL CORPORATION
1250 East Arques Avenue
Sunnyvale, California 94088-3470
(Name and address of agent for service)
(408) 746-6000
(Telephone number, including area code, of agent for service)
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This Post-Effective Amendment to the Registration Statement shall
hereafter become effective in accordance with the provisions of
Section 8(c) of the Securities Act of 1933.
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Item 9. Undertakings
The Registrant undertakes by this Post-Effective Amendment
to remove from registration 5,261,782 shares of Amdahl
Corporation common stock as registered on Form S-8, file number
33-7275; 5,000,000 shares were offered pursuant to the Amdahl
Corporation Stock Option Plan (1974) and Amdahl Corporation Non-
Qualified Stock Option Plan (1982) and 261,782 shares were
offered pursuant to the Amdahl Corporation Restricted Stock Plan.
The removal from registration is requested due to the termination
of the Plans upon the adoption of the Amdahl Corporation 1994
Stock Incentive Plan at the May 5, 1994 Stockholders' Meeting.
The number of shares indicated above have been adjusted to
reflect a two for one stock split effective September 2, 1988.
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 of the requirements for filing on Form
S-8, and has duly caused this Post-Effective Amendment to
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale,
State of California, on this 14th day of June, 1994.
AMDAHL CORPORATION
By /s/E. Joseph Zemke
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E. Joseph Zemke
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment to Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated.
Signature Title Date
- --------- ------ ----
/s/E. Joseph Zemke President, Chief June 14, 1994
- ------------------ Executive Officer and
E. Joseph Zemke Director (Principal
Executive Officer)
/s/Edward F. Thompson Vice President, Chief June 14, 1994
- --------------------- Financial Officer and
Edward F. Thompson Secretary (Principal
Financial Officer)
/s/Ernest B. Thompson Vice President and June 14, 1994
- --------------------- Controller (Principal
Ernest B. Thompson Accounting Officer)
/s/John C. Lewis* Chairman of the Board
- ----------------- of Directors
John C. Lewis
/s/Keizo Fukagawa* Director
- ------------------
Keizo Fukagawa
/s/E. F. Heizer, Jr.* Director
- ---------------------
E. F. Heizer, Jr.
/s/Kazuto Kojima* Director
- -----------------
Kazuto Kojima
/s/R. Stanley Laing* Director
- --------------------
R. Stanley Laing
/s/Burton G. Malkiel* Director
- ---------------------
Burton G. Malkiel
/s/George R. Packard* Director
- ---------------------
George R. Packard
/s/Walter B. Reinhold* Director
- ----------------------
Walter B. Reinhold
/s/Takamitsu Tsuchimoto* Director
- ------------------------
Takamitsu Tsuchimoto
/s/J. Sidney Webb* Director
- ------------------
J. Sidney Webb
* By: /s/Edward F. Thompson Attorney in Fact June 14, 1994
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Edward F. Thompson
EXHIBIT INDEX
Exhibit No. Description
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24 Power of Attorney