As filed with the Securities and Exchange Commission on July 12, 1995 REGISTRATION NO. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 -------------------- REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- BGS SYSTEMS, INC. (Exact name of Registrant as specified in its charter) MASSACHUSETTS 04-2559993 (State or other (I.R.S. Employer jurisdiction of Identification No.) incorporation) 128 TECHNOLOGY CENTER, WALTHAM, MASSACHUSETTS 02254-9111 (Address of Principal Executive Offices) -------------------- 1990 EMPLOYEE STOCK PURCHASE PLAN (Full title of the Plan) -------------------- C. Russel Hansen, Jr. Vice President and General Counsel BGS Systems, Inc. 128 Technology Center Waltham, Massachusetts 02254-9111 (617) 891-0000 (Name, address and telephone number of Agent for Service) DEREGISTRATION OF SECURITIES Pursuant to its Registration Statement on Form S-8 (Registration No. 33- 35625) filed with the Securities and Exchange Commission on June 28, 1990, the Registrant registered an aggregate of 150,000 shares of its common stock $0.10 par value ("Common Stock"), to be offered pursuant to the Registrant's 1990 Employee Stock Purchase Plan. The offering of Common Stock registered pursuant to said Registration Statement has been terminated, and the Registrant hereby removes from registration 85,634 shares of Common Stock, representing the shares of Common Stock that were not sold in such offering. 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 No. 1 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on this 12th day of July 1995. BGS SYSTEMS, INC. (Registrant) By: /S/ C. RUSSEL HANSEN, JR. FOR Harold S. Schwenk, Jr. President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities indicated on this 12th day of July 1995 Signature Capacity By: /S/ C. RUSSEL HANSEN, JR. FOR President, Chief Executive Officer Harold S. Schwenk, Jr. and Director By: /S/ NORMAND BILODEAU Chief Financial Officer Normand Bilodeau By: /S/ C. RUSSEL HANSEN, JR. FOR Director Jeffrey P. Buzen By: /S/ C. RUSSEL HANSEN, JR. FOR Director Paul R. Duncan