content: <PAGE>
       As filed with the Securities and Exchange Commission on June 21, 2002
  
                                                   REGISTRATION STATEMENT NO. 333-
  ================================================================================
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                              -------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              -------------------------
  
                               SPS TECHNOLOGIES, INC.
               (Exact name of Registrant as specified in its charter)
  
             PENNSYLVANIA                                         23-1116110
     (State or other jurisdiction                              (I.R.S. Employer
   of incorporation or organization)                          Identification No.)
  
                           TWO PITCAIRN PLACE, SUITE 200
                               165 TOWNSHIP LINE ROAD
                           JENKINTOWN, PENNSYLVANIA 19046
                                   (215) 517-2000
  
    (Address, including zip code, and telephone number, including area code, of
                     Registrant's principal executive offices)
  
                           -------------------------------
  
  
                       SPS 1988 LONG TERM INCENTIVE STOCK PLAN
                              (Full title of the Plan)
  
  
                                 JAMES D. DEE, ESQ.
                               SPS TECHNOLOGIES, INC.
                           TWO PITCAIRN PLACE, SUITE 200
                               165 TOWNSHIP LINE ROAD
                           JENKINTOWN, PENNSYLVANIA 19046
                                   (215) 517-2000
   (Name, address, including zip code, and telephone number, including area code,
                         of Registrant's agent for service)
  
                                   With a copy to:
  
                               JOHN R. LECLAIRE, P.C.
                                GOODWIN PROCTER LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                                --------------------
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ============================================================================================================================
                                                         PROPOSED MAXIMUM         PROPOSED MAXIMUM
   TITLE OF SECURITIES TO BE       AMOUNT TO BE         OFFERING PRICE PER       AGGREGATE OFFERING         AMOUNT OF
          REGISTERED              REGISTERED (1)              SHARE                    PRICE             REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------------
  <S>                             <C>                      <C>                     <C>                      <C>
  Common Stock, $.50
  par value                       230,000 shares             $32.40(2)              $7,452,000               $685.58
  ============================================================================================================================
  </TABLE>
  (1)  Plus such additional number of shares as may be required pursuant to the
       plans in the event of a stock dividend, reverse stock split, split-up,
       recapitalization or other similar event.
  (2)  This estimate is made solely for the purposes of determining the
       registration fee and is based upon the average of the high and low price
       of the Common Stock on June 14, 2002.
  
  
  
  <PAGE>
  
  
  
     GENERAL INSTRUCTIONS -- PARAGRAPH E. REGISTRATION OF ADDITIONAL SECURITIES
  
       This Registration Statement on Form S-8 of SPS Technologies, Inc. relates
  to the registration of additional securities of the same class as other
  securities for which a registration statement is already effective. On April 30,
  2002, the shareholders of SPS Technologies, Inc. approved an amendment to the
  SPS 1988 Long Term Incentive Stock Plan (the "Plan") that increases by 230,000
  shares the total number of shares available for grant or award thereunder. Prior
  to the amendment, the total number of shares covered by the Plan, since its
  inception, was 3,109,634. This Registration Statement incorporates by reference
  all prior registration statements filed on Form S-8 with respect to the Plan,
  including Registration Statements No. 333-63892, No. 333-38910, No. 333-77933,
  No. 33-62385, No. 33-51827, No. 33-23778, No. 2-90980 and No. 2-64082.
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The documents containing the information specified in the requirements of
  Part I are not required to be filed with the Securities and Exchange Commission
  as part of this Registration Statement on Form S-8.
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       SPS Technologies, Inc. (the "Company") hereby incorporates by reference
  into this Registration Statement (i) the Company's Annual Report on Form 10-K
  for the fiscal year ended December 31, 2001 and (ii) all other reports filed
  pursuant to Section 13(a) or 15(d) of the Exchange Act by the Company since
  December 31, 2001.
  
       All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
  15(d) of the Exchange Act subsequent to the date of this Registration Statement
  and prior to the filing of a post-effective amendment which indicates that all
  securities offered 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 documents.
  
          Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes hereof to the extent that a statement contained herein or in any
  other subsequently filed document which also is incorporated or deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any such
  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.
  
       Exhibit 5 to this Registration Statement contains the opinion of James D.
  Dee, Esq. , Vice President, General Counsel and Secretary of the Company. Mr.
  Dee is a participant in the Plan and owns 3,725 shares of common stock of the
  Company and holds options to purchase up to 30,000 additional shares of common
  stock of the Company.
  
  
  
  <PAGE>
  
  
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Sections 1741 through 1750 of Subchapter D, Chapter 17, of the Pennsylvania
  Business Corporation Law of 1988 (the "BCL") contain provisions for mandatory
  and discretionary indemnification of a corporation's directors, officers and
  other personnel, and related matters.
  
       Under Section 1741, subject to certain limitations, a corporation has the
  power to indemnify directors and officers under certain prescribed circumstances
  against expenses (including attorneys' fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred in connection with an action or
  proceeding, whether civil, criminal, administrative or investigative, to which
  any of them is a party by reason of his being a representative, director or
  officer of the corporation or serving at the request of the corporation as a
  representative of another corporation, partnership, joint venture, trust or
  other enterprise, if he acted in good faith and in a manner he reasonably
  believed to be in, or not opposed to, the best interests of the corporation and,
  with respect to any criminal proceeding, had no reasonable cause to believe his
  conduct was unlawful. Under Section 1743, indemnification is mandatory to the
  extent that the officer or director has been successful on the merits or
  otherwise in defense of any action or proceeding if the appropriate standards of
  conduct are met.
  
       Section 1742 provides for indemnification in derivative actions except in
  respect of any claim, issue or matter as to which a person has been adjudged to
  be liable to the corporation unless and only to the extent that the proper court
  determines upon application that, despite the adjudication of liability but in
  view of all circumstances of the case, the person is fairly and reasonably
  entitled to indemnity for the expenses that the court deems proper.
  
       Section 1744 provides that, unless ordered by a court, any indemnification
  under Section 1741 or 1742 shall be made by the corporation only as authorized
  in the specific case upon a determination that the representative met the
  applicable standard of conduct, and such determination will be made by the board
  of directors: (i) by a majority vote of a quorum of directors not parties to the
  action or proceeding; (ii) if a quorum is not obtainable, or if obtainable and a
  majority of disinterested directors so directs, by independent legal counsel; or
  (iii) by the shareholders.
  
       Section 1745 provides that expenses incurred by an officer, director,
  employee or agent in defending a civil or criminal action or proceeding may be
  paid by the corporation in advance of the final disposition of such action or
  proceeding upon receipt of an undertaking by or on behalf of such person to
  repay such amount if it shall ultimately be determined that he or she is not
  entitled to be indemnified by the corporation.
  
       Section 1746 provides generally that, except in any case where the act or
  failure to act giving rise to the claim for indemnification is determined by a
  court to have constituted willful misconduct or recklessness, the
  indemnification and advancement of expenses provided by Subchapter 17D of the
  BCL shall not be deemed exclusive of any other rights to which a person seeking
  indemnification or advancement of expenses may be entitled under any bylaw,
  agreement, votes of shareholders or disinterested directors or otherwise, both
  as to action in his or her official capacity and as to action in another
  capacity while holding that office.
  
       Section 1747 grants to a corporation the power to purchase and maintain
  insurance on behalf of any director or officer against any liability incurred by
  him or her in his or her capacity as officer or director, whether or not the
  corporation would have the power to indemnify him or her against the liability
  under Subchapter 17D of the BCL.
  
       Sections 1748 and 1749 extend the indemnification and advancement of
  expenses provisions contained in Subchapter 17D of the BCL to successor
  corporations in fundamental changes and to representatives serving as
  fiduciaries of employee benefit plans.
  
       Section 1750 provides that the indemnification and advancement of expenses
  provided by, or granted pursuant to, Subchapter 17D of the BCL, shall, unless
  otherwise provided when authorized or ratified, continue as to a person who has
  ceased to be a director, officer, employee or agent and shall inure to the
  benefit of the heirs and personal representative of such person.
  
                                          2
  
  <PAGE>
  
  
       For information regarding provisions under which a director or officer of
  the Company may be insured or indemnified in any manner against any liability
  which he or she may incur in his or her capacity as such, reference is made to
  Article IX of the Company's Bylaws, which provides in general that the Company
  shall indemnify its officers, directors, employees and agents to the fullest
  extent authorized by law.
  
       The Company has directors' and officers' liability insurance covering
  certain liabilities incurred by the officers and directors of the Company in
  connection with the performance of their duties.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  
  ITEM 8.   EXHIBITS.
  
       The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement.
  
       5         Opinion re Legality
  
       23.1      Consent of PricewaterhouseCoopers LLP
  
       23.2      Consent of James D. Dee, Esq. (see Exhibit 5)
  
       24        Powers of attorney (see page 5 of this Registration Statement)
  
  
  ITEM 9. UNDERTAKINGS
  
       (a)       The undersigned Company 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 acts 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; notwithstanding the foregoing, any increase or
       decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated offering range may be
       reflected in the form of prospectus filed with the Commission pursuant to
       Rule 424(b) if, in the aggregate, the changes in volume and price represent
       no more than a 20% change in the maximum aggregate offering price set forth
       in "Calculation of Registration Fee" table in the effective Registration
       Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply
  if the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed by the undersigned
  Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in the Registration Statement;
  
  
                                          3
  
  <PAGE>
  
  
  
                      (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;
  
                 (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; and
  
                 (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 Company hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act
  (and, where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  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 Company of expenses incurred or
  paid by a director, officer or controlling person of the Company 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 Company 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.
  
  
  
  
  
                                          4
  
  
  
  <PAGE>
  
  
  
                                     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 Jenkintown, Pennsylvania, on June 20, 2002.
  
                                     SPS TECHNOLOGIES, INC.
  
  
                                     By:  /s/ William M. Shockley
                                          ----------------------------------------
                                          WILLIAM M. SHOCKLEY
                                          VICE PRESIDENT, CHIEF FINANCIAL OFFICER
  
  
                                  POWER OF ATTORNEY
  
       Each person whose signature appears below constitutes and appoints William
  M. Shockley and James D. Dee, Esq., and each of them, as her or his true and
  lawful attorney-in-fact and agent, with full power of substitution, for her or
  him and in her or his name, place and stead, in any and all capacities to sign
  any or all amendments or post-effective amendments to this 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) 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 and agent
  or her or his substitute 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 below by the following persons in the
  capacities and on the date indicated.
  <TABLE>
  <CAPTION>
             Signature                                 Title                               Date
             ---------                                 -----                               ----
  <S>                                     <C>                                          <C>
  /s/ Charles W. Grigg                    Chairman of the Board and Director           June 20, 2002
  --------------------------------
  CHARLES W. GRIGG
  
  
  
  /s/ William M. Shockley                 Vice President, Chief Financial              June 20, 2002
  --------------------------------        Officer (Principal Financial
  WILLIAM M. SHOCKLEY                     Officer)
  
  
  
  /s/ Richard W. Kelso                    Director                                     June 20, 2002
  --------------------------------
  RICHARD W. KELSO
  </TABLE>
  
  
                                          5
  
  <PAGE>
  
  
  <TABLE>
  <CAPTION>
  <S>                                     <C>                                          <C>
  /s/ James F. O'Connor                   Director                                     June 20, 2002
  --------------------------------
  JAMES F. O'CONNOR
  
  
  /s/ Eric M. Ruttenberg                  Director                                     June 20, 2002
  --------------------------------
  ERIC M. RUTTENBERG
  
  
  /s/ Raymond P. Sharpe                   Director                                     June 20, 2002
  --------------------------------
  RAYMOND P. SHARPE
  
  
  /s/ John S. Thompson                    President, Chief Executive Officer           June 20, 2002
  --------------------------------        and Director
  JOHN S. THOMPSON
  
  
  /s/ Harry J. Wilkinson                  Director                                     June 20, 2002
  --------------------------------
  HARRY J. WILKINSON
  
  
  /s/ James W. Zug                        Director                                     June 20, 2002
  --------------------------------
  JAMES W. ZUG
  </TABLE>
  
  
  
  <PAGE>
  
  
  
  
                                    EXHIBIT INDEX
  
  
      EXHIBIT
       NUMBER            DESCRIPTION
       ------            -----------
  
         5            Opinion re Legality
  
        23.1          Consent of PricewaterhouseCoopers LLP
  
        23.2          Consent of James D. Dee, Esq. (see Exhibit 5)
  
        24.1          Powers of attorney (see page 5 of this Registration
                      Statement)
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b43188stsv8.txt", "description": "SPS TECHNOLOGIES, INC.", "secsgml_size_bytes": 21360}]
metadata_filer: {"company-data": {"conformed-name": "SPS TECHNOLOGIES INC", "cik": "0000093444", "assigned-sic": "3452", "irs-number": "231116110", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90942", "film-number": "02684327"}, "business-address": {"street1": "165 TOWNSHIP LINE RD", "street2": "TWO PITCAIRN PLACE STE-200", "city": "JENKINTOWN", "state": "PA", "zip": "19046", "phone": "(215) 517-2000"}, "mail-address": {"street1": "165 TOWNSHIP LINE RD", "street2": "TWO PITCAIRN PLACE STE-200", "city": "JENKINTOWN", "state": "PA", "zip": "19046"}, "former-company": {"former-conformed-name": "STANDARD PRESSED STEEL CO", "date-changed": "19780525"}}
text: As filed with the Securities and Exchange Commission on June 21, 2002
  
                                                   REGISTRATION STATEMENT NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                              -------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              -------------------------
  
                               SPS TECHNOLOGIES, INC.
               (Exact name of Registrant as specified in its charter)
  
             PENNSYLVANIA                                         23-1116110
     (State or other jurisdiction                              (I.R.S. Employer
   of incorporation or organization)                          Identification No.)
  
                           TWO PITCAIRN PLACE, SUITE 200
                               165 TOWNSHIP LINE ROAD
                           JENKINTOWN, PENNSYLVANIA 19046
                                   (215) 517-2000
  
    (Address, including zip code, and telephone number, including area code, of
                     Registrant's principal executive offices)
  
                           -------------------------------
  
                       SPS 1988 LONG TERM INCENTIVE STOCK PLAN
                              (Full title of the Plan)
  
                                 JAMES D. DEE, ESQ.
                               SPS TECHNOLOGIES, INC.
                           TWO PITCAIRN PLACE, SUITE 200
                               165 TOWNSHIP LINE ROAD
                           JENKINTOWN, PENNSYLVANIA 19046
                                   (215) 517-2000
   (Name, address, including zip code, and telephone number, including area code,
                         of Registrant's agent for service)
  
                                   With a copy to:
  
                               JOHN R. LECLAIRE, P.C.
                                GOODWIN PROCTER LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                                --------------------
  
                           CALCULATION OF REGISTRATION FEE
  ============================================================================================================================
                                                         PROPOSED MAXIMUM         PROPOSED MAXIMUM
   TITLE OF SECURITIES TO BE       AMOUNT TO BE         OFFERING PRICE PER       AGGREGATE OFFERING         AMOUNT OF
          REGISTERED              REGISTERED (1)              SHARE                    PRICE             REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.50
  par value                       230,000 shares             $32.40(2)              $7,452,000               $685.58
  ============================================================================================================================
  (1)  Plus such additional number of shares as may be required pursuant to the
       plans in the event of a stock dividend, reverse stock split, split-up,
       recapitalization or other similar event.
  (2)  This estimate is made solely for the purposes of determining the
       registration fee and is based upon the average of the high and low price
       of the Common Stock on June 14, 2002.
  GENERAL INSTRUCTIONS -- PARAGRAPH E. REGISTRATION OF ADDITIONAL SECURITIES
  
       This Registration Statement on Form S-8 of SPS Technologies, Inc. relates
  to the registration of additional securities of the same class as other
  securities for which a registration statement is already effective. On April 30,
  2002, the shareholders of SPS Technologies, Inc. approved an amendment to the
  SPS 1988 Long Term Incentive Stock Plan (the "Plan") that increases by 230,000
  shares the total number of shares available for grant or award thereunder. Prior
  to the amendment, the total number of shares covered by the Plan, since its
  inception, was 3,109,634. This Registration Statement incorporates by reference
  all prior registration statements filed on Form S-8 with respect to the Plan,
  including Registration Statements No. 333-63892, No. 333-38910, No. 333-77933,
  No. 33-62385, No. 33-51827, No. 33-23778, No. 2-90980 and No. 2-64082.
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The documents containing the information specified in the requirements of
  Part I are not required to be filed with the Securities and Exchange Commission
  as part of this Registration Statement on Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       SPS Technologies, Inc. (the "Company") hereby incorporates by reference
  into this Registration Statement (i) the Company's Annual Report on Form 10-K
  for the fiscal year ended December 31, 2001 and (ii) all other reports filed
  pursuant to Section 13(a) or 15(d) of the Exchange Act by the Company since
  December 31, 2001.
  
       All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
  15(d) of the Exchange Act subsequent to the date of this Registration Statement
  and prior to the filing of a post-effective amendment which indicates that all
  securities offered 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 documents.
  
          Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes hereof to the extent that a statement contained herein or in any
  other subsequently filed document which also is incorporated or deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any such
  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.
  
       Exhibit 5 to this Registration Statement contains the opinion of James D.
  Dee, Esq. , Vice President, General Counsel and Secretary of the Company. Mr.
  Dee is a participant in the Plan and owns 3,725 shares of common stock of the
  Company and holds options to purchase up to 30,000 additional shares of common
  stock of the Company.
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Sections 1741 through 1750 of Subchapter D, Chapter 17, of the Pennsylvania
  Business Corporation Law of 1988 (the "BCL") contain provisions for mandatory
  and discretionary indemnification of a corporation's directors, officers and
  other personnel, and related matters.
  
       Under Section 1741, subject to certain limitations, a corporation has the
  power to indemnify directors and officers under certain prescribed circumstances
  against expenses (including attorneys' fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred in connection with an action or
  proceeding, whether civil, criminal, administrative or investigative, to which
  any of them is a party by reason of his being a representative, director or
  officer of the corporation or serving at the request of the corporation as a
  representative of another corporation, partnership, joint venture, trust or
  other enterprise, if he acted in good faith and in a manner he reasonably
  believed to be in, or not opposed to, the best interests of the corporation and,
  with respect to any criminal proceeding, had no reasonable cause to believe his
  conduct was unlawful. Under Section 1743, indemnification is mandatory to the
  extent that the officer or director has been successful on the merits or
  otherwise in defense of any action or proceeding if the appropriate standards of
  conduct are met.
  
       Section 1742 provides for indemnification in derivative actions except in
  respect of any claim, issue or matter as to which a person has been adjudged to
  be liable to the corporation unless and only to the extent that the proper court
  determines upon application that, despite the adjudication of liability but in
  view of all circumstances of the case, the person is fairly and reasonably
  entitled to indemnity for the expenses that the court deems proper.
  
       Section 1744 provides that, unless ordered by a court, any indemnification
  under Section 1741 or 1742 shall be made by the corporation only as authorized
  in the specific case upon a determination that the representative met the
  applicable standard of conduct, and such determination will be made by the board
  of directors: (i) by a majority vote of a quorum of directors not parties to the
  action or proceeding; (ii) if a quorum is not obtainable, or if obtainable and a
  majority of disinterested directors so directs, by independent legal counsel; or
  (iii) by the shareholders.
  
       Section 1745 provides that expenses incurred by an officer, director,
  employee or agent in defending a civil or criminal action or proceeding may be
  paid by the corporation in advance of the final disposition of such action or
  proceeding upon receipt of an undertaking by or on behalf of such person to
  repay such amount if it shall ultimately be determined that he or she is not
  entitled to be indemnified by the corporation.
  
       Section 1746 provides generally that, except in any case where the act or
  failure to act giving rise to the claim for indemnification is determined by a
  court to have constituted willful misconduct or recklessness, the
  indemnification and advancement of expenses provided by Subchapter 17D of the
  BCL shall not be deemed exclusive of any other rights to which a person seeking
  indemnification or advancement of expenses may be entitled under any bylaw,
  agreement, votes of shareholders or disinterested directors or otherwise, both
  as to action in his or her official capacity and as to action in another
  capacity while holding that office.
  
       Section 1747 grants to a corporation the power to purchase and maintain
  insurance on behalf of any director or officer against any liability incurred by
  him or her in his or her capacity as officer or director, whether or not the
  corporation would have the power to indemnify him or her against the liability
  under Subchapter 17D of the BCL.
  
       Sections 1748 and 1749 extend the indemnification and advancement of
  expenses provisions contained in Subchapter 17D of the BCL to successor
  corporations in fundamental changes and to representatives serving as
  fiduciaries of employee benefit plans.
  
       Section 1750 provides that the indemnification and advancement of expenses
  provided by, or granted pursuant to, Subchapter 17D of the BCL, shall, unless
  otherwise provided when authorized or ratified, continue as to a person who has
  ceased to be a director, officer, employee or agent and shall inure to the
  benefit of the heirs and personal representative of such person.
  
                                          2
  For information regarding provisions under which a director or officer of
  the Company may be insured or indemnified in any manner against any liability
  which he or she may incur in his or her capacity as such, reference is made to
  Article IX of the Company's Bylaws, which provides in general that the Company
  shall indemnify its officers, directors, employees and agents to the fullest
  extent authorized by law.
  
       The Company has directors' and officers' liability insurance covering
  certain liabilities incurred by the officers and directors of the Company in
  connection with the performance of their duties.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.   EXHIBITS.
  
       The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement.
  
       5         Opinion re Legality
  
       23.1      Consent of PricewaterhouseCoopers LLP
  
       23.2      Consent of James D. Dee, Esq. (see Exhibit 5)
  
       24        Powers of attorney (see page 5 of this Registration Statement)
  
  ITEM 9. UNDERTAKINGS
  
       (a)       The undersigned Company 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 acts 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; notwithstanding the foregoing, any increase or
       decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated offering range may be
       reflected in the form of prospectus filed with the Commission pursuant to
       Rule 424(b) if, in the aggregate, the changes in volume and price represent
       no more than a 20% change in the maximum aggregate offering price set forth
       in "Calculation of Registration Fee" table in the effective Registration
       Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply
  if the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed by the undersigned
  Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in the Registration Statement;
  
                                          3
  (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;
  
                 (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; and
  
                 (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 Company hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act
  (and, where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  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 Company of expenses incurred or
  paid by a director, officer or controlling person of the Company 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 Company 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.
  
                                          4
  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 Jenkintown, Pennsylvania, on June 20, 2002.
  
                                     SPS TECHNOLOGIES, INC.
  
                                     By:  /s/ William M. Shockley
                                          ----------------------------------------
                                          WILLIAM M. SHOCKLEY
                                          VICE PRESIDENT, CHIEF FINANCIAL OFFICER
  
                                  POWER OF ATTORNEY
  
       Each person whose signature appears below constitutes and appoints William
  M. Shockley and James D. Dee, Esq., and each of them, as her or his true and
  lawful attorney-in-fact and agent, with full power of substitution, for her or
  him and in her or his name, place and stead, in any and all capacities to sign
  any or all amendments or post-effective amendments to this 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) 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 and agent
  or her or his substitute 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 below by the following persons in the
  capacities and on the date indicated.
  Signature                                 Title                               Date
             ---------                                 -----                               ----
  /s/ Charles W. Grigg                    Chairman of the Board and Director           June 20, 2002
  --------------------------------
  CHARLES W. GRIGG
  
  /s/ William M. Shockley                 Vice President, Chief Financial              June 20, 2002
  --------------------------------        Officer (Principal Financial
  WILLIAM M. SHOCKLEY                     Officer)
  
  /s/ Richard W. Kelso                    Director                                     June 20, 2002
  --------------------------------
  RICHARD W. KELSO
  5
  /s/ James F. O'Connor                   Director                                     June 20, 2002
  --------------------------------
  JAMES F. O'CONNOR
  
  /s/ Eric M. Ruttenberg                  Director                                     June 20, 2002
  --------------------------------
  ERIC M. RUTTENBERG
  
  /s/ Raymond P. Sharpe                   Director                                     June 20, 2002
  --------------------------------
  RAYMOND P. SHARPE
  
  /s/ John S. Thompson                    President, Chief Executive Officer           June 20, 2002
  --------------------------------        and Director
  JOHN S. THOMPSON
  
  /s/ Harry J. Wilkinson                  Director                                     June 20, 2002
  --------------------------------
  HARRY J. WILKINSON
  
  /s/ James W. Zug                        Director                                     June 20, 2002
  --------------------------------
  JAMES W. ZUG
  EXHIBIT INDEX
  
      EXHIBIT
       NUMBER            DESCRIPTION
       ------            -----------
  
         5            Opinion re Legality
  
        23.1          Consent of PricewaterhouseCoopers LLP
  
        23.2          Consent of James D. Dee, Esq. (see Exhibit 5)
  
        24.1          Powers of attorney (see page 5 of this Registration
                      Statement)