1 As filed with the Securities and Exchange Commission on May 26, 1995 Registration No. 33-13491 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ----------------------- POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- IPL SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) MASSACHUSETTS 04-2511897 (State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 124 ACTON STREET, MAYNARD, MASSACHUSETTS 01754 (Address of Principal Executive Offices) ----------------------- AMENDED AND RESTATED 1981 STOCK OPTION PLAN (Full Title of the Plan) GREGORY R. GRODHAUS, PRESIDENT IPL Systems, Inc. 124 Acton Street Maynard, Massachusetts 01754 (617) 252-7500 (Name, Address and Telephone Number of Agent for Service) with a copy to: Nathaniel S. Gardiner, Esq. Palmer & Dodge One Beacon Street Boston, Massachusetts 02108 (617) 573-0293 =============================================================================== 2 DEREGISTRATION OF SECURITIES Pursuant to its Registration Statement on Form S-8 (Registration No. 33-13491) filed with the Securities and Exchange Commission (the "Commission") on May 7, 1987, as amended by Post-Effective Amendment No. 1 filed with the Commission on June 21, 1988, the Registrant registered an aggregate of 500,000 shares of its Class A Common Stock, $0.01 par value, to be offered pursuant to the Registrant's Amended and Restated 1981 Stock Option Plan. The offering of Class A Common Stock registered pursuant to said Registration Statement has been terminated, and the Registrant hereby removes from registration 129,200 shares of Class A Common Stock, representing the shares of Class A Common Stock that were not sold in such offering. 3 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on this 26th day of May, 1995. IPL SYSTEMS, INC. (Registrant) By: /s/ Peter Wirth ------------------------------ Peter Wirth Agent for Service of Process