1 As filed with the Securities and Exchange Commission on October 8, 1996 Registration Statement No. 333-13587 ================================================================================ 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 -------------------------- FERROFLUIDICS CORPORATION (Exact name of Registrant as specified in its charter) MASSACHUSETTS 02-0275185 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 40 SIMON STREET NASHUA, NEW HAMPSHIRE 03061 (Address of principal executive offices) FERROFLUIDICS CORPORATION AMENDED AND RESTATED 1995 STOCK OPTION AND INCENTIVE PLAN FERROFLUIDICS CORPORATION AMENDED AND RESTATED 1995 NON-QUALIFIED STOCK OPTION PLAN FERROFLUIDICS CORPORATION AMENDED AND RESTATED 1994 RESTRICTED STOCK PLAN (Full title of the Plan) ------------------------------- PAUL F. AVERY, JR. Chairman of the Board and Treasurer SALVATORE J. VINCIGUERRA President and Chief Executive Officer FERROFLUIDICS CORPORATION 40 Simon Street Nashua, New Hampshire 03061 (Name and address of agent for service) (603) 883-9800 (Telephone number, including area code, of agent for service) ---------------------------- Copy to: STUART M. CABLE, ESQ. GOODWIN, PROCTER & HOAR LLP Exchange Place 53 State Street Boston, Massachusetts 02109 (617) 570-1000 ---------------------------- 2 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashua, State of New Hampshire, on this 7th day of October, 1996. FERROFLUIDICS CORPORATION By: /s/ Salvatore J. Vinciguerra ------------------------------------- Salvatore J. Vinciguerra President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Ferrofluidics Corporation hereby severally constitute Paul F. Avery, Jr. and Salvatore J. Vinciguerra and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement filed herewith and any and all amendments to said Registration Statement (or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and generally to do all such things in our names and in our capacities as officers and directors to enable Ferrofluidics Corporation to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be singed by our said attorneys, or any of them, to said Registration Statement and any all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date - --------- ----- ---- /s/ Salvatore J. Vinciguerra President and Chief Executive October 7, 1996 - ------------------------------- Officer (Principal Executive Salvatore J. Vinciguerra Officer) /s/ Paul F. Avery, Jr. - ------------------------------- Chairman of the Board and October 7, 1996 Paul F. Avery, Jr. Treasurer /s/ William B. Ford - ------------------------------- Vice President and Chief October 7, 1996 William B. Ford Financial Officer (Principal Financial Officer) /s/ Stephen P. Morin - ------------------------------- Controller (Principal October 7, 1996 Stephen P. Morin Accounting Officer) /s/ Stephen B. Hazard - ------------------------------- Director October 7, 1996 Stephen B. Hazard /s/ Dennis R. Stone - ------------------------------- Director October 7, 1996 Dennis R. Stone /s/ Howard F. Nichols - ------------------------------- Director October 7, 1996 Howard F. Nichols /s/ Robert P. Rittereiser - ------------------------------- Director October 7, 1996 Robert P. Rittereiser /s/ Dean Kamen - ------------------------------- Director October 7, 1996 Dean Kamen