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 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. 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