1 As filed with the Securities and Exchange Commission on August 14, 1996 REGISTRATION NO. 333-10025 ================================================================================ 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 --------------------------- IPL SYSTEMS, INC. (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2511897 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 124 ACTON STREET, MAYNARD, MASSACHUSETTS 01754 (508) 461-1000 (Address and telephone number of registrant's principal executive offices) --------------------------- 1996 CONSOLIDATED EQUITY INCENTIVE PLAN (Full Title of the Plan) RONALD J. GELLERT, PRESIDENT IPL Systems, Inc. 124 Acton Street Maynard, Massachusetts 01754 (508) 461-1000 (Name, address and telephone number of agent for service) with copies to: NATHANIEL S. GARDINER, ESQUIRE Palmer & Dodge LLP One Beacon Street Boston, Massachusetts 02108 (617) 573-0293 - -------------------------------------------------------------------------------- 2 DEREGISTRATION OF SECURITIES Pursuant to its Registration Statement on Form S-8 (Registration No. 333-10025) filed with the Securities and Exchange Commission on August 12, 1996, the Registrant registered an aggregate of 765,000 shares of its Class A Common Stock to be offered pursuant to the Registrant's 1996 Consolidated Equity Incentive Plan (the "Plan"). Because the maximum number of shares currently authorized for issuance under the Plan is only 650,000 shares, the Registrant hereby removes from registration 115,000 shares of its Class A Common Stock. 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 Post-Effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maynard, Commonwealth of Massachusetts, on this 14th day of August, 1996. IPL SYSTEMS, INC. (Registrant) By:/s/ Ronald J. Gellert ----------------------------- Ronald J. Gellert Agent for Service of Process - 2 -