<PAGE>

        As filed with the Securities and Exchange Commission on August 5, 1996


                                                Registration No. 33-


                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549


                                       FORM S-8


                             REGISTRATION STATEMENT UNDER
                              THE SECURITIES ACT OF 1933



                                 Vernitron Corporation
             -----------------------------------------------------------
                (Exact name of registrant as specified in its charter)


             Delaware                                           11-1962029
- ---------------------------------                          -------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)



                        645 Madison Avenue, New York, NY 10022
                   ------------------------------------------------
                (Address of principal executive offices and zip code)



                 Vernitron Corporation Long-Term Stock Incentive Plan
          -----------------------------------------------------------------
                               (Full title of the plan)


                                  Elliot N. Konopko
                                Vernitron Corporation
                                  645 Madison Avenue
                                  New York, NY 10022
          -----------------------------------------------------------------
                       (Name and address of agent for service)

                                    (212) 593-7900
          -----------------------------------------------------------------
            (Telephone number, including area code, of agent for service)


<PAGE>



                           CALCULATION OF REGISTRATION FEE



- --------------------------------------------------------------------------------
                               Proposed        Proposed
Title of                       maximum         maximum
securities     Amount          offering        aggregate       Amount of
to be          to be           price           offering        registration
registered     registered      per share       price           fee
- --------------------------------------------------------------------------------

Common Stock
               90,000 shares   $9.15           $823,500        $283.96
$0.01 par value
- --------------------------------------------------------------------------------


                                          2

<PAGE>


                                        PART I

                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


    The documents containing the information specified in Part I of Form S-8
will be sent or given to employees of the Registrant as required by Rule
428(b)(1) promulgated under the Securities Act of 1933.


                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed with the Securities and Exchange Commission
(the "Commission) (File No. 0-16182) are incorporated herein by reference:

    (a)       Registrant's Annual Report on Form 10-K, as amended, for the
              fiscal year ended December 31, 1995.
    (b) (1)   Registrant's Quarterly Report on Form 10-Q for the quarter ended
              March 31, 1996.
    (b) (2)   Registrant's Form 8-K, dated April 26, 1996.
    (b) (3)   Registrant's Form 8-K, dated May 7, 1996.
    (b) (4)   Registrant's Proxy Statement, dated June 17, 1996.
    (c)       Description of the Registrant's Common Stock contained in the
              Registrant's Form 8-A, dated August 8, 1991, as amended.

    All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be a part thereof from the date of filing of such
documents.

                                          3

<PAGE>


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The opinion regarding the legality and validity of securities to be issued
is being rendered by Elliot N. Konopko, Vice President and General Counsel of
the Company, who is a participant in the Vernitron Corporation Long-Term Stock
Incentive Plan and holds options granted thereunder.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") grants each corporation organized thereunder, such as the Registrant,
the power to indemnify its directors and officers against liabilities for
certain of their acts.  Section 7(a) of the Registrant's Certificate of
Incorporation provides for indemnification of directors and officers of the
Registrant to the extent permitted by Section 145.  Section 102(a)(7) of the
DGCL permits a provision in the certificate of incorporation of each corporation
organized thereunder, such as the Registrant, eliminating or limiting, with
certain exceptions, the personal liability of a director to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director.  Section 7(b) of the Certificate of Incorporation of the Registrant
eliminates the liability of directors to the extent permitted by Section
102(a)(7).  The Registrant has also entered into indemnification agreements with
its officers and directors.  The Registrant also maintains a directors' and
officers' insurance policy which is designed, among other things, to reimburse
the Registrant for any payments made by it pursuant to the foregoing
indemnification obligations of the Registrant.  Such policy provides for
coverage of $5,000,000.

    The Plan provides that the members of the committee administering the Plan
shall be indemnified by the Company against certain liabilities and expenses
arising out of the performance by such persons of their duties in such
capacities.

    The foregoing statements are subject to the detailed provisions of Section
102(a)(7) of the DGCL, Sections 7(a) and (b) of the Certificate of Incorporation
of the Registrant and such agreements, policies and documents, as applicable.


ITEM 8.  EXHIBITS

    The following exhibits are filed with or incorporated by reference into
this Registration Statement:

         EXHIBIT
         NUMBER                             DESCRIPTION

         4(a)           Registrant's Restated Certificate of Incorporation
                        (incorporated by reference to Exhibit 1 to the
                        Registrant's Report on Form 8-A, dated August 8, 1991,
                        as amended ("Form 8-A"))

                                          4

<PAGE>

         4(b)      Registrant's By-laws (incorporated by reference to Exhibit
                   2 to the Form 8-A.)

         5         Opinion of counsel with respect to the securities being
                   registered.

         23        Consent of counsel (contained in Exhibit 5).

         24 (a)    Power of Attorney. See signature pages to this Registration
                   Statement.
         24(b)     Consent of Arthur Andersen LLP


ITEM 9.UNDERTAKINGS.

    (a)       The undersigned Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities
    Act of 1933;


(ii)     To reflect in the prospectus any facts or events arising after the
         effective date of the registration statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement;

(iii     To include any material information with respect to the plan of
         distribution not previously disclosed in the registration statement or
         any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated be reference in the
registration statement.

              (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.


                                          5

<PAGE>


              (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

    (b)       The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    (c)       Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                          6

<PAGE>

                                     EXHIBIT INDEX


    The following exhibits are filed with or incorporated by reference into
this Registration Statement:


         EXHIBIT
         NUMBER         DESCRIPTION                                       PAGE
         --------       -----------                                       ----

              4(a)      Registrant's Restated Certificate of              N/A
                        Incorporation (incorporated by reference
                        to Exhibit 1 to the Registrant's Report
                        on Form 8-A filed on August 8, 1991
                        ("Form 8-A").)

              4(b)      Registrant's By-laws (incorporated by             N/A
                        reference to Exhibit 2.)

              5         Opinion of counsel with respect to the            10
                        securities being registered.

              23        Consent of counsel (contained in Exhibit 5).      N/A

              24(a)     Power of Attorney.  See signature pages           N/A
                        to this Registration Statement.

              24(b)     Consent of Arthur Andersen                        11

                                          7

<PAGE>

                                      SIGNATURES

    THE REGISTRANT.  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 New York, State of New York, on the 5th day of
August 1996.

                        VERNITRON CORPORATION

                        By:    /s/Stephen W. Bershad
                             ---------------------------------------
                             Stephen W. Bershad
                             Chairman of the Board and
                              Chief Executive Officer


                                  POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Elliot N. Konopko, his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or their substitutes, may lawfully do or cause to be done by
virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated.

Date:    August 5, 1996                 /s/Stephen W. Bershad
                                       ------------------------------------
                                       Stephen W. Bershad
                                       Director, Chairman of the Board
                                       and Chief Executive Officer


Date:    August 5, 1996                 /s/Anthony J. Fiorelli, Jr.
                                       ------------------------------------
                                       Anthony J. Fiorelli, Jr.
                                       Director

                                          8

<PAGE>



Date:    August 5, 1996                 /s/Eliot M. Fried
                                       ------------------------------------
                                       Eliot M. Fried
                                       Director


Date:    August 5, 1996                 /s/Raymond F. Kunzmann
                                       ------------------------------------
                                       Raymond F. Kunzmann
                                       Vice President - Finance and
                                       Controller

                                          9
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 15877}]
{"company-data": {"conformed-name": "VERNITRON CORP", "cik": "0000206030", "assigned-sic": "3621", "irs-number": "111962029", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09559", "film-number": "96603816"}, "business-address": {"street1": "645 MADISON AVE", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2125937900"}, "mail-address": {"street1": "645 MADISON AVENUE", "street2": "645 MADISON AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
As filed with the Securities and Exchange Commission on August 5, 1996

                                                Registration No. 33-

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                       FORM S-8

                             REGISTRATION STATEMENT UNDER
                              THE SECURITIES ACT OF 1933

                                 Vernitron Corporation
             -----------------------------------------------------------
                (Exact name of registrant as specified in its charter)

             Delaware                                           11-1962029
- ---------------------------------                          -------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                        645 Madison Avenue, New York, NY 10022
                   ------------------------------------------------
                (Address of principal executive offices and zip code)

                 Vernitron Corporation Long-Term Stock Incentive Plan
          -----------------------------------------------------------------
                               (Full title of the plan)

                                  Elliot N. Konopko
                                Vernitron Corporation
                                  645 Madison Avenue
                                  New York, NY 10022
          -----------------------------------------------------------------
                       (Name and address of agent for service)

                                    (212) 593-7900
          -----------------------------------------------------------------
            (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                               Proposed        Proposed
Title of                       maximum         maximum
securities     Amount          offering        aggregate       Amount of
to be          to be           price           offering        registration
registered     registered      per share       price           fee
- --------------------------------------------------------------------------------

Common Stock
               90,000 shares   $9.15           $823,500        $283.96
$0.01 par value
- --------------------------------------------------------------------------------

                                          2
PART I

                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The documents containing the information specified in Part I of Form S-8
will be sent or given to employees of the Registrant as required by Rule
428(b)(1) promulgated under the Securities Act of 1933.

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed with the Securities and Exchange Commission
(the "Commission) (File No. 0-16182) are incorporated herein by reference:

    (a)       Registrant's Annual Report on Form 10-K, as amended, for the
              fiscal year ended December 31, 1995.
    (b) (1)   Registrant's Quarterly Report on Form 10-Q for the quarter ended
              March 31, 1996.
    (b) (2)   Registrant's Form 8-K, dated April 26, 1996.
    (b) (3)   Registrant's Form 8-K, dated May 7, 1996.
    (b) (4)   Registrant's Proxy Statement, dated June 17, 1996.
    (c)       Description of the Registrant's Common Stock contained in the
              Registrant's Form 8-A, dated August 8, 1991, as amended.

    All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be a part thereof from the date of filing of such
documents.

                                          3
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The opinion regarding the legality and validity of securities to be issued
is being rendered by Elliot N. Konopko, Vice President and General Counsel of
the Company, who is a participant in the Vernitron Corporation Long-Term Stock
Incentive Plan and holds options granted thereunder.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") grants each corporation organized thereunder, such as the Registrant,
the power to indemnify its directors and officers against liabilities for
certain of their acts.  Section 7(a) of the Registrant's Certificate of
Incorporation provides for indemnification of directors and officers of the
Registrant to the extent permitted by Section 145.  Section 102(a)(7) of the
DGCL permits a provision in the certificate of incorporation of each corporation
organized thereunder, such as the Registrant, eliminating or limiting, with
certain exceptions, the personal liability of a director to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director.  Section 7(b) of the Certificate of Incorporation of the Registrant
eliminates the liability of directors to the extent permitted by Section
102(a)(7).  The Registrant has also entered into indemnification agreements with
its officers and directors.  The Registrant also maintains a directors' and
officers' insurance policy which is designed, among other things, to reimburse
the Registrant for any payments made by it pursuant to the foregoing
indemnification obligations of the Registrant.  Such policy provides for
coverage of $5,000,000.

    The Plan provides that the members of the committee administering the Plan
shall be indemnified by the Company against certain liabilities and expenses
arising out of the performance by such persons of their duties in such
capacities.

    The foregoing statements are subject to the detailed provisions of Section
102(a)(7) of the DGCL, Sections 7(a) and (b) of the Certificate of Incorporation
of the Registrant and such agreements, policies and documents, as applicable.

ITEM 8.  EXHIBITS

    The following exhibits are filed with or incorporated by reference into
this Registration Statement:

         EXHIBIT
         NUMBER                             DESCRIPTION

         4(a)           Registrant's Restated Certificate of Incorporation
                        (incorporated by reference to Exhibit 1 to the
                        Registrant's Report on Form 8-A, dated August 8, 1991,
                        as amended ("Form 8-A"))

                                          4
4(b)      Registrant's By-laws (incorporated by reference to Exhibit
                   2 to the Form 8-A.)

         5         Opinion of counsel with respect to the securities being
                   registered.

         23        Consent of counsel (contained in Exhibit 5).

         24 (a)    Power of Attorney. See signature pages to this Registration
                   Statement.
         24(b)     Consent of Arthur Andersen LLP

ITEM 9.UNDERTAKINGS.

    (a)       The undersigned Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities
    Act of 1933;

(ii)     To reflect in the prospectus any facts or events arising after the
         effective date of the registration statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement;

(iii     To include any material information with respect to the plan of
         distribution not previously disclosed in the registration statement or
         any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated be reference in the
registration statement.

              (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.

                                          5
(3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

    (b)       The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    (c)       Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                          6
EXHIBIT INDEX

    The following exhibits are filed with or incorporated by reference into
this Registration Statement:

         EXHIBIT
         NUMBER         DESCRIPTION                                       PAGE
         --------       -----------                                       ----

              4(a)      Registrant's Restated Certificate of              N/A
                        Incorporation (incorporated by reference
                        to Exhibit 1 to the Registrant's Report
                        on Form 8-A filed on August 8, 1991
                        ("Form 8-A").)

              4(b)      Registrant's By-laws (incorporated by             N/A
                        reference to Exhibit 2.)

              5         Opinion of counsel with respect to the            10
                        securities being registered.

              23        Consent of counsel (contained in Exhibit 5).      N/A

              24(a)     Power of Attorney.  See signature pages           N/A
                        to this Registration Statement.

              24(b)     Consent of Arthur Andersen                        11

                                          7
SIGNATURES

    THE REGISTRANT.  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 New York, State of New York, on the 5th day of
August 1996.

                        VERNITRON CORPORATION

                        By:    /s/Stephen W. Bershad
                             ---------------------------------------
                             Stephen W. Bershad
                             Chairman of the Board and
                              Chief Executive Officer

                                  POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Elliot N. Konopko, his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or their substitutes, may lawfully do or cause to be done by
virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated.

Date:    August 5, 1996                 /s/Stephen W. Bershad
                                       ------------------------------------
                                       Stephen W. Bershad
                                       Director, Chairman of the Board
                                       and Chief Executive Officer

Date:    August 5, 1996                 /s/Anthony J. Fiorelli, Jr.
                                       ------------------------------------
                                       Anthony J. Fiorelli, Jr.
                                       Director

                                          8
Date:    August 5, 1996                 /s/Eliot M. Fried
                                       ------------------------------------
                                       Eliot M. Fried
                                       Director

Date:    August 5, 1996                 /s/Raymond F. Kunzmann
                                       ------------------------------------
                                       Raymond F. Kunzmann
                                       Vice President - Finance and
                                       Controller

                                          9