Imo Industries Inc – ‘S-8 POS’ on 6/23/95

As of:  Friday, 6/23/95   ·   Effective:  6/23/95   ·   Accession #:  804151-95-24   ·   File #:  33-26118

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amend. No.1 Reg. No.-33-26118           3±    12K 


Registration No. 33-26118                                                       

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        

____________________      

IMO INDUSTRIES INC.     
(Exact name of registrant as      
specified in its charter)   

Delaware                                     21-0733751           
(State or other jurisdiction of                  (I.R.S. Employer               
incorporation or organization)                 Identification No.)            

1009 Lenox Drive, Building Four West                                            
Lawrenceville, New Jersey                          08648                
(Address of Principal Executive Offices)             (Zip Code)                 
____________________    

IMO INDUSTRIES INC. EQUITY INCENTIVE PLAN FOR KEY EMPLOYEES         
EQUITY INCENTIVE PLAN FOR OUTSIDE DIRECTORS OF IMO INDUSTRIES INC.        
(Full title of plans)   
____________________  

Thomas J. Bird, Esquire 
Executive Vice President, General Counsel and Secretary 
1009 Lenox Drive, Building Four West
Lawrenceville, New Jersey  08648
 (Name and address of agent for service)

(609) 896-7600    
(Telephone number, including area code,   
of agent for service) 
____________________  

Copy to:
Kathleen M. Shay, Esquire 
Duane, Morris & Heckscher 
 One Liberty Place
Philadelphia, PA  19103-7396

On December 14, 1988 Imo Industries Inc. (the "Registrant") filed               
Registrant's Registration Statement No. 33-26118 on Form S-8 (the               
"Registration Statement") with the Securities and Exchange Commission           
relating to the sale of up to 1,300,000 shares of Registrant's Common           
Stock the ("Shares"), of which 700,000 Shares were issuable under the           
Imo Industries Inc. Equity Incentive Plan for Key Employees and 600,000         
Shares were issuable under the Equity Incentive Plan for Outside                
Directors of Imo Industries Inc. that was adopted by the Company in 1988        
(the "Outside Director Plan").                                                  

Registrant has amended the Outside Director Plan in order to reduce the         
number of Shares issuable thereunder to an aggregate of 360,000 Shares.         
Therefore, Registrant hereby deregisters under the Registration                 
Statement 240,000 Shares issuable under the Outside Director Plan.              

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 Lawrenceville, New Jersey on         
June 21, 1995.                                                                  

           IMO INDUSTRIES INC.

                By: /s/ DONALD K. FARRAR
         Donald K. Farrar,
               Chairman, President and
               Chief Executive Officer

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 dates indicated.                                      

Signature                   Title                            Date           

  Chairman, President, Chief
      Executive Officer and Director
/s/ DONALD K. FARRAR        (principal executive officer)  June 21, 1995        
Donald K. Farrar                                                                

    Executive Vice President and
Chief Financial Officer 
/s/ WILLIAM M. BROWN        (principal financial officer)  June 21, 1995        
William M. Brown                                                                

Vice President and      
Corporate Controller    
/s/ ROBERT A. DERR II       (principal accounting officer) June 21, 1995        
Robert A. Derr II                                                               

/s/ JAMES B. EDWARDS        Director                       June 21, 1995        
James B. Edwards                                                                

/s/ J. SPENCER GOULD        Director                       June 21, 1995        
J. Spencer Gould                                                                

                    Director                       June 21, 1995
Richard J. Grosh                                                                

/s/ CARTER P. THACHER       Director                       June 21, 1995        
Carter P. Thacher                                                               

/s/ DONALD C. TRAUSCHT      Director                       June 21, 1995        
Donald C. Trauscht                                                              

/s/ARTHUR E. VAN LEUVEN     Director                       June 21, 1995        
Arthur E. Van Leuven                                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8 POS’ Filing		Date		Other Filings
Filed on / Effective on:		6/23/95		S-8
		6/21/95
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