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<TITLE> S-8 </TITLE>
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<P ALIGN=CENTER><FONT SIZE=3>As filed with the Securities and Exchange Commission on August 12, 2002</FONT></P>
<P ALIGN=RIGHT><FONT SIZE=3>Registration No. 333-_____</FONT></P>
<HR SIZE=3 NOSHADE>

<P ALIGN=CENTER><FONT SIZE=3><B>SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>FORM S-8<BR>
REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=5><B>AMETEK, Inc.</B></FONT><BR>
<FONT SIZE=3>(Exact Name of Registrant as Specified in Its Charter)</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=CENTER><B>Delaware</B><BR>
(State or Other Jurisdiction of<BR>
Incorporation or Organization)</TD>
<TD WIDTH=50% ALIGN=CENTER><B>14-1682544</B><BR>
(IRS Employer<BR>
Identification Number)</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT SIZE=3><B>37 North Valley Road,<BR>
P.O. Box 1764<BR>
Paoli, Pennsylvania 19301<BR>
(610) 647-2121</B></FONT><BR>
<FONT SIZE=1>(Address, including zip code, and telephone number, including area code, of
registrant&#146;s principal executive offices)</FONT><BR>
<FONT SIZE=3><B>2002 STOCK INCENTIVE PLAN OF AMETEK, Inc.</B></FONT><BR>
<FONT SIZE=1>(Full title of the plan)</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>JOHN J. MOLINELLI</B><BR>
Executive Vice President-Chief Financial Officer<BR>
AMETEK, Inc.<BR>
37 North Valley Road,<BR>
P.O. Box 1764<BR>
Paoli, Pennsylvania 19301<BR>
(610) 647-2121</FONT></P>

<P ALIGN=CENTER><FONT SIZE=1>(Name, address, including zip code, and telephone
number, including area code, of agent for service)</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>Copy to:</B><BR>
David Kaufman, Esq.<BR>
Stroock &amp; Stroock &amp; Lavan LLP<BR>
180 Maiden Lane<BR>
New York, NY 10038<BR>
(212) 806-5617</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>CALCULATION OF REGISTRATION FEE</FONT></P>

<TABLE WIDTH=100% CELLPADDING=1 CELLSPACING=1 BORDER=1>
<TR VALIGN=TOP>
<TD WIDTH=20% ALIGN=CENTER><BR>
<BR>
Title of Shares to be<BR>
Registered</TD>
<TD WIDTH=20% ALIGN=CENTER><BR>
<BR>
Amounts to be<BR>
Registered</TD>
<TD WIDTH=20% ALIGN=CENTER><BR>
Proposed Maximum<BR>
Aggregate Price Per<BR>
Unit(1)</TD>
<TD WIDTH=20% ALIGN=CENTER>Proposed<BR>
Maximum<BR>
Aggregate Offering<BR>
Price</TD>
<TD WIDTH=20% ALIGN=CENTER><BR>
Amount of<BR>
Registration<BR>
Fee</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=1 CELLSPACING=1 BORDER=1>
<TR VALIGN=TOP>
<TD WIDTH=20% ALIGN=CENTER>
Common Stock,<BR>
$.01 par value.</TD>
<TD WIDTH=20% ALIGN=CENTER>2,000,000 shares (2)</TD>
<TD WIDTH=20% ALIGN=CENTER>$31.91 per share</TD>
<TD WIDTH=20% ALIGN=CENTER>$63,820,000</TD>
<TD WIDTH=20% ALIGN=CENTER>$5,871.44</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3>(1)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
Estimated solely for the purpose of calculating the registration fee pursuant to
Rule 457(c) and (h) of the Securities Act of 1933, as amended, based on the
average of the high and low prices of the common stock on the New York Stock
Exchange on August 6, 2002.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3>(2)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate number of shares of Common Stock which
may be issued by reason of stock splits, stock dividends or similar
transactions.</FONT></TD>
</TR>
</TABLE>
<BR>

<HR SIZE=3 NOSHADE>

<PAGE>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;PART I</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
documents containing the information specified in Part I of Form S-8 will be
sent or given to employees as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Securities and Exchange Commission ("Commission") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in the Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act. See Rule
428(a)(1) under the Securities Act.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Registration Statement covers 2,000,000 shares of AMETEK, Inc. (the
"Registrant") Common Stock, $.01 par value per share, to be issued pursuant to
the Registrant's 2002 Stock Incentive Plan.</FONT></P>

<PAGE>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;PART II</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item
3. <U>Incorporation of Documents by Reference</U>.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following
documents filed by the Registrant with the Commission are incorporated herein by
reference:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>1.</TD>
<TD WIDTH=95%>The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>2.</TD>
<TD WIDTH=95%>The Registrant's Current Report on Form 8-K dated February 1, 2002;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>3.</TD>
<TD WIDTH=95%>The Registrant's Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2002 and June 30, 2002;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3>4.</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
The description of the Registrant&#146;s Common Stock, $.01 par value, which is
contained in the Registrant&#146;s Registration Statement on Form&#160;8-A,
declared effective July 23, 1997, filed with the Commission to register such
Common Stock pursuant to Section 12(b) of the Securities Exchange Act of 1934,
as amended (the &#147;Exchange Act&#148;); and</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3>5.</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
The description of the Registrant&#146;s 2002 Stock Incentive Plan, which is
contained in the Registrant&#146;s Definitive Proxy Statement on Schedule 14A,
filed on April 3, 2002.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.</FONT></P>

<PAGE>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item
4. Description of Securities.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item
5. Interests of Named Experts and Counsel.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Lewis G. Cole, a
partner of Stroock &amp; Stroock &amp; Lavan LLP, is a Director of the
Company.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item
6. Indemnification of Directors and Officers.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Section 145 of the General Corporation Law of the State of Delaware (the "DGCL")
provides, in part, that directors and officers of Delaware corporations are
entitled, under certain circumstances, to be indemnified against all expenses
and liabilities (including attorneys' fees) incurred by them as a result of
suits brought against them in their capacity as a director or officer, if they
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful; provided, that no indemnification may be made against expenses in
respect of any claim, issue or matter as to which they shall have been adjudged
to be liable to the corporation, unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, they are fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper. Any such indemnification may be made by the
corporation only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
Certificate of Incorporation and By-Laws provide that we shall indemnify, to the
full extent authorized or permitted by law (as now or hereafter in effect), any
person involved, or threatened to be involved, including, without limitation as
a party or witness, in any action, suit or proceeding (whether civil or criminal
or otherwise) by reason of the fact that such person (including the heirs,
executors, administrators or estate of such person), is or was a director,
officer, employee or agent of ours or by reason of the fact that such director
or officer, at our request is or was serving at any other corporation,
partnership, joint venture, trust or other entity, in any capacity. Our
Certificate of Incorporation and By-Laws further provide that we may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of another partnership, joint venture, trust or other
entity against any liability asserted against him and incurred by him in such
capacity, or arising out of his status as such, to the fullest extent permitted
under applicable law as then in effect. In addition, our Certificate of
Incorporation and By-Laws provide that we may create a trust fund, grant a
security interest and/or use other means (including, without limitation, letters
of credit), as well as enter into contracts providing for indemnification to the
full extent authorized or permitted by law to ensure the payment of such amounts
as may become necessary to effect indemnification as provided therein, or
elsewhere.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Moreover, our Certificate of Incorporation further provides that our directors
shall not be personally liable to us or our stockholders for or with respect to
any acts or omissions in the performance of his or her duties as a director,
except a director shall be liable to the extent provided by applicable law (i)
for any breach of such director's duty of loyalty to us or our stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for liability under Section 174
of the DGCL (involving certain unlawful dividends or stock repurchases) or (iv)
for any transaction from which such director derived an improper personal
benefit. This provision does not limit or eliminate our rights or the rights of
any stockholder to seek non-monetary relief such as an injunction or rescission
in the event of a breach of a director's duty of care.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
maintain officers' and directors' liability insurance with a policy limit of
$50,000,000 insuring our officers and directors against certain liabilities and
expenses incurred by them in their capacities as such, and insuring us under
certain circumstances, in the event that indemnification payments are made by us
to such officers and directors.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pursuant to Indemnity Agreements between us and our directors and officers, we
have agreed to indemnify such directors and officers to the fullest extent
permitted by Delaware law, as the same may be amended from time to time.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item
7. Exemption From Registration Claimed.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item
8. Exhibits.</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;&nbsp;</TD>
<TD WIDTH=10%>Exhibit<BR>
<U>Number</U></TD>
<TD WIDTH=85%><BR>
<U>Description</U></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;&nbsp;</TD>
<TD WIDTH=10%>5.1*</TD>
<TD WIDTH=85%>Opinion of Stroock &amp; Stroock &amp; Lavan LLP.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;&nbsp;</TD>
<TD WIDTH=10%>10.81*</TD>
<TD WIDTH=85%>2002 Stock Incentive Plan of the Registrant.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;&nbsp;</TD>
<TD WIDTH=10%>23.1*</TD>
<TD WIDTH=85%>Consent of Stroock &amp; Stroock &amp; Lavan LLP (included in Exhibit 5.1 hereto).</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;&nbsp;</TD>
<TD WIDTH=10%>23.2*</TD>
<TD WIDTH=85%>Consent of Ernst &amp; Young LLP, Independent Auditors.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;&nbsp;</TD>
<TD WIDTH=10%>24*</TD>
<TD WIDTH=85%>Power of Attorney (included as part of the signature page of this Registration Statement).</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=95%><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
*&nbsp;Filed herewith</TD>
</TR>
</TABLE>
<BR>

<PAGE>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item
9. Undertakings.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned
Registrant hereby undertakes:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>1.</TD>
<TD WIDTH=95%>To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;&nbsp;</TD>
<TD WIDTH=5%>i.</TD>
<TD WIDTH=90%>To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;&nbsp;</TD>
<TD WIDTH=5%>ii.</TD>
<TD WIDTH=90%>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;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;&nbsp;</TD>
<TD WIDTH=5%>iii.</TD>
<TD WIDTH=90%>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;</TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3><I>provided, however</I>, that paragraphs (1)(i) and (1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8 and 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 15(d) of the Exchange Act
of 1934 that are incorporated by reference in the Registration Statement.
</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>2.</TD>
<TD WIDTH=95%>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 that time shall be deemed to be the initial
<I>bona </I> <I>fide</I> offering thereof.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>3.</TD>
<TD WIDTH=95%>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.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>4.</TD>
<TD WIDTH=95%><I>If the Registrant is a foreign private issuer, to file a post-effective
amendment to the Registration Statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any
delayed offering or throughout a continuous offering</I>.</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 15(d) of the Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 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.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Securities Act of
1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such
issue.</FONT></P>

<PAGE>

<P ALIGN=CENTER><FONT SIZE=3><B>SIGNATURES</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Paoli,
State of Pennsylvania, on August 12, 2002.</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;&nbsp;</TD>
<TD WIDTH=50%><B>AMETEK, Inc.</B><BR>
(Registrant)<BR>
<BR>
<BR>
By: <U>/s/ Frank S. Hermance
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Frank S. Hermance<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chairman of the Board, Chief Executive Officer and<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Director</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT SIZE=3><B>POWER OF ATTORNEY</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY
THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Donna F. Winquist, as 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 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 attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and 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
attorney-in-fact, agent, or their substitutes may lawfully do or cause to be
done by virtue hereof.</FONT></P>

<P><FONT SIZE=3>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 dates indicated. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=CENTER><U>Signature</U></TD>
<TD WIDTH=40% ALIGN=CENTER><U>Title</U></TD>
<TD WIDTH=20% ALIGN=CENTER><U>Date</U></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><BR>
<U>/s/ Frank S. Hermance
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Frank S. Hermance</TD>
<TD WIDTH=40%>Chairman of the Board, Chief<BR>
Executive Officer and Director<BR>
(Principal Executive Officer)</TD>
<TD WIDTH=20%>August 12, 2002</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><U>/s/ John J. Molinelli
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
John J. Molinelli</TD>
<TD WIDTH=40%>Executive Vice President - Chief<BR>
Financial Officer (Principal<BR>
Financial Officer)</TD>
<TD WIDTH=20%>August 12, 2002</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><U>/s/ Robert R. Mandos, Jr.
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Robert R. Mandos, Jr.</TD>
<TD WIDTH=40%>Vice President &amp; Comptroller,<BR>
(Principal Accounting Officer)</TD>
<TD WIDTH=20%>August 12, 2002</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><U>/s/ Lewis G. Cole
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Lewis G. Cole</TD>
<TD WIDTH=40%>Director</TD>
<TD WIDTH=20%>August 12, 2002</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><U>/s/ Helmut N. Friedlaender
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Helmut N. Friedlaender</TD>
<TD WIDTH=40%>Director</TD>
<TD WIDTH=20%>August 12, 2002</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><U>/s/ Sheldon S. Gordon
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Sheldon S. Gordon</TD>
<TD WIDTH=40%>Director</TD>
<TD WIDTH=20%>August 12, 2002</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><U>/s/ Charles D. Klein
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Charles D. Klein</TD>
<TD WIDTH=40%>Director</TD>
<TD WIDTH=20%>August 12, 2002</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><U>/s/ James R. Malone
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
James R. Malone</TD>
<TD WIDTH=40%>Director</TD>
<TD WIDTH=20%>August 12, 2002</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><U>/s/ David P. Steinmann
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
David P. Steinmann</TD>
<TD WIDTH=40%>Director</TD>
<TD WIDTH=20%>August 12, 2002</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><U>/s/ Elizabeth R. Varet
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Elizabeth R. Varet</TD>
<TD WIDTH=40%>Director</TD>
<TD WIDTH=20%>August 12, 2002</TD>
</TR>
</TABLE>
<BR>

</BODY>
</HTML>
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{"company-data": {"conformed-name": "AMETEK INC/", "cik": "0001037868", "assigned-sic": "3621", "irs-number": "141682544", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97969", "film-number": "02727466"}, "business-address": {"street1": "STATION SQ", "city": "PAOLI", "state": "PA", "zip": "19301", "phone": "6106472121"}, "mail-address": {"street1": "STATION SQUARE", "city": "PAOLI", "state": "PA", "zip": "19301"}, "former-company": {"former-conformed-name": "AMETEK AEROSPACE PRODUCTS INC", "date-changed": "19970415"}}
S-8
As filed with the Securities and Exchange Commission on August 12, 2002
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMETEK, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
14-1682544
(IRS Employer
Identification Number)
37 North Valley Road,
P.O. Box 1764
Paoli, Pennsylvania 19301
(610) 647-2121
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
2002 STOCK INCENTIVE PLAN OF AMETEK, Inc.
(Full title of the plan)
JOHN J. MOLINELLI
Executive Vice President-Chief Financial Officer
AMETEK, Inc.
37 North Valley Road,
P.O. Box 1764
Paoli, Pennsylvania 19301
(610) 647-2121
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
David Kaufman, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, NY 10038
(212) 806-5617
CALCULATION OF REGISTRATION FEE
Title of Shares to be
Registered
Amounts to be
Registered
Proposed Maximum
Aggregate Price Per
Unit(1)
Proposed
Maximum
Aggregate Offering
Price
Amount of
Registration
Fee
Common Stock,
$.01 par value.
2,000,000 shares (2)
$31.91 per share
$63,820,000
$5,871.44
(1)
Estimated solely for the purpose of calculating the registration fee pursuant to
Rule 457(c) and (h) of the Securities Act of 1933, as amended, based on the
average of the high and low prices of the common stock on the New York Stock
Exchange on August 6, 2002.
(2)
Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate number of shares of Common Stock which
may be issued by reason of stock splits, stock dividends or similar
transactions.
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 as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Securities and Exchange Commission ("Commission") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in the Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act. See Rule
428(a)(1) under the Securities Act.
This
Registration Statement covers 2,000,000 shares of AMETEK, Inc. (the
"Registrant") Common Stock, $.01 par value per share, to be issued pursuant to
the Registrant's 2002 Stock Incentive Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
Incorporation of Documents by Reference
.
The following
documents filed by the Registrant with the Commission are incorporated herein by
reference:
1.
The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001;
2.
The Registrant's Current Report on Form 8-K dated February 1, 2002;
3.
The Registrant's Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2002 and June 30, 2002;
4.
The description of the Registrant's Common Stock, $.01 par value, which is
contained in the Registrant's Registration Statement on Form 8-A,
declared effective July 23, 1997, filed with the Commission to register such
Common Stock pursuant to Section 12(b) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"); and
5.
The description of the Registrant's 2002 Stock Incentive Plan, which is
contained in the Registrant's Definitive Proxy Statement on Schedule 14A,
filed on April 3, 2002.
All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item
4. Description of Securities.
Not Applicable.
Item
5. Interests of Named Experts and Counsel.
Lewis G. Cole, a
partner of Stroock & Stroock & Lavan LLP, is a Director of the
Company.
Item
6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the "DGCL")
provides, in part, that directors and officers of Delaware corporations are
entitled, under certain circumstances, to be indemnified against all expenses
and liabilities (including attorneys' fees) incurred by them as a result of
suits brought against them in their capacity as a director or officer, if they
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful; provided, that no indemnification may be made against expenses in
respect of any claim, issue or matter as to which they shall have been adjudged
to be liable to the corporation, unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, they are fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper. Any such indemnification may be made by the
corporation only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct.
Our
Certificate of Incorporation and By-Laws provide that we shall indemnify, to the
full extent authorized or permitted by law (as now or hereafter in effect), any
person involved, or threatened to be involved, including, without limitation as
a party or witness, in any action, suit or proceeding (whether civil or criminal
or otherwise) by reason of the fact that such person (including the heirs,
executors, administrators or estate of such person), is or was a director,
officer, employee or agent of ours or by reason of the fact that such director
or officer, at our request is or was serving at any other corporation,
partnership, joint venture, trust or other entity, in any capacity. Our
Certificate of Incorporation and By-Laws further provide that we may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of another partnership, joint venture, trust or other
entity against any liability asserted against him and incurred by him in such
capacity, or arising out of his status as such, to the fullest extent permitted
under applicable law as then in effect. In addition, our Certificate of
Incorporation and By-Laws provide that we may create a trust fund, grant a
security interest and/or use other means (including, without limitation, letters
of credit), as well as enter into contracts providing for indemnification to the
full extent authorized or permitted by law to ensure the payment of such amounts
as may become necessary to effect indemnification as provided therein, or
elsewhere.
Moreover, our Certificate of Incorporation further provides that our directors
shall not be personally liable to us or our stockholders for or with respect to
any acts or omissions in the performance of his or her duties as a director,
except a director shall be liable to the extent provided by applicable law (i)
for any breach of such director's duty of loyalty to us or our stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for liability under Section 174
of the DGCL (involving certain unlawful dividends or stock repurchases) or (iv)
for any transaction from which such director derived an improper personal
benefit. This provision does not limit or eliminate our rights or the rights of
any stockholder to seek non-monetary relief such as an injunction or rescission
in the event of a breach of a director's duty of care.
We
maintain officers' and directors' liability insurance with a policy limit of
$50,000,000 insuring our officers and directors against certain liabilities and
expenses incurred by them in their capacities as such, and insuring us under
certain circumstances, in the event that indemnification payments are made by us
to such officers and directors.
Pursuant to Indemnity Agreements between us and our directors and officers, we
have agreed to indemnify such directors and officers to the fullest extent
permitted by Delaware law, as the same may be amended from time to time.
Item
7. Exemption From Registration Claimed.
Not applicable.
Item
8. Exhibits.
Exhibit
Number
Description
5.1*
Opinion of Stroock & Stroock & Lavan LLP.
10.81*
2002 Stock Incentive Plan of the Registrant.
23.1*
Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5.1 hereto).
23.2*
Consent of Ernst & Young LLP, Independent Auditors.
24*
Power of Attorney (included as part of the signature page of this Registration Statement).
* Filed herewith
Item
9. Undertakings.
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 (1)(i) and (1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8 and 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 15(d) of the Exchange Act
of 1934 that are incorporated by 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 that time shall be deemed to be the initial
bona
fide
offering thereof.
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.
4.
If the Registrant is a foreign private issuer, to file a post-effective
amendment to the Registration Statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any
delayed offering or throughout a continuous offering
.
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 15(d) of the Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 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.
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 Securities Act of
1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such
issue.
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 Paoli,
State of Pennsylvania, on August 12, 2002.
AMETEK, Inc.
(Registrant)
By:
/s/ Frank S. Hermance
Frank S. Hermance
Chairman of the Board, Chief Executive Officer and
Director
POWER OF ATTORNEY
KNOW ALL MEN BY
THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Donna F. Winquist, as 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 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 attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and 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
attorney-in-fact, agent, 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 dates indicated.
Signature
Title
Date
/s/ Frank S. Hermance
Frank S. Hermance
Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
August 12, 2002
/s/ John J. Molinelli
John J. Molinelli
Executive Vice President - Chief
Financial Officer (Principal
Financial Officer)
August 12, 2002
/s/ Robert R. Mandos, Jr.
Robert R. Mandos, Jr.
Vice President & Comptroller,
(Principal Accounting Officer)
August 12, 2002
/s/ Lewis G. Cole
Lewis G. Cole
Director
August 12, 2002
/s/ Helmut N. Friedlaender
Helmut N. Friedlaender
Director
August 12, 2002
/s/ Sheldon S. Gordon
Sheldon S. Gordon
Director
August 12, 2002
/s/ Charles D. Klein
Charles D. Klein
Director
August 12, 2002
/s/ James R. Malone
James R. Malone
Director
August 12, 2002
/s/ David P. Steinmann
David P. Steinmann
Director
August 12, 2002
/s/ Elizabeth R. Varet
Elizabeth R. Varet
Director
August 12, 2002