1 As Filed with the Securities and Exchange Commission on March 28, 1997 Registration No. 333-09973 ================================================================================ 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 AUGAT INC. (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2022285 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1555 LYNNFIELD ROAD MEMPHIS, TENNESSEE 38119 (Address of Principal Executive Offices) (Zip Code) 1996 STOCK PLAN (Full title of the plan) JERRY KRONENBERG VICE PRESIDENT-GENERAL COUNSEL AUGAT INC. 1555 LYNNFIELD ROAD MEMPHIS, TENNESSEE 38119 (Name and address of agent for service) (901) 682-7766 (Telephone number, including area code, of agent for service) ================================================================================ 2 On August 12, 1996, Augat Inc. (the "Registrant") filed a Registration Statement on Form S-8, Registration No. 333-09973 (the "Registration Statement"), to register 1,000,000 shares of common stock, par value $.10 per share of the Registrant ("Shares"), to be issued pursuant to the Registrant's 1996 Stock Plan (the "Plan"). Between August 12, 1996 and the date hereof 40,298 Shares have been issued pursuant to the Plan. On December 11, 1996 pursuant to a merger (the "Merger") of a wholly owned subsidiary of Thomas & Betts Corporation, a Tennessee corporation ("T&B") merged with and into the Registrant. As a result of the Merger, the Registrant became a wholly owned subsidiary of T&B. The Plan has been terminated and as a result no additional Shares will be issued pursuant to the Plan. The Registration Statement is hereby amended to remove from registration the remaining 959,702 Shares which remain unissued thereunder. -2- 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee on the 28th day of March, 1997. AUGAT INC. By: /s/ Clyde R. Moore ------------------ Clyde R. Moore Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Clyde R. Moore Chairman of the Board, March 28, 1997 - ------------------ Chief Executive Officer Clyde R. Moore and Director (Principal Executive Officer) /s/ Fred R. Jones Vice President - Finance March 28, 1997 - ----------------- and Treasurer and Fred R. Jones Director (Principal Financial Officer and Accounting Officer) /s/ T. Kevin Dunnigan Director March 28, 1997 - --------------------- T. Kevin Dunnigan /s/ Jerry Kronenberg Director March 28, 1997 - -------------------- Jerry Kronenberg -3-