content: <PAGE>   1
         As filed with the Securities and Exchange Commission on December 16, 1996
                                                                          
  
                                                Registration No. 333-
                                                                     ------------
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
  
                          AAVID THERMAL TECHNOLOGIES, INC.
               (Exact name of registrant as specified in its charter)
  
           DELAWARE                                         02-0466826
      (State or other juris-                             (I.R.S. Employer
      diction of incorporation                             Identification
      or organization)                                        Number)
                                 ONE EAGLE SQUARE
                                CONCORD, NH 03301
                                  (603) 224-1117
  
  (Address, including zip code, and telephone number, including area code, of
  registrant's principal executive offices)
  
                          AAVID THERMAL TECHNOLOGIES, INC.
                    1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (full title of the plan)
  
  
                                RONALD F. BORELLI
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          AAVID THERMAL TECHNOLOGIES, INC.
                                 ONE EAGLE SQUARE
                                CONCORD, NH 03301
                                  (603) 224-1117
  
  (Name, address, including zip code, and telephone number, including area code,
  of agent for service)
  
  
              Copies of all communications, including all communications sent to
  the agent for service, should be sent to:
  
        JOHN W. MITCHELL, ESQ.                        PAUL JACOBS, ESQ.
        VICE PRESIDENT AND GENERAL COUNSEL            FULBRIGHT & JAWORSKI L.L.P.
        AAVID THERMAL TECHNOLOGIES, INC.              666 FIFTH AVENUE
        ONE EAGLE SQUARE                              NEW YORK, NEW YORK  10103
        CONCORD, NH 03301
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                                                Proposed maximum           Proposed maximum          Amount of
  Title of Securities to be           Amount to be              offering price per         aggregate offering        registration fee
  registered                          registered                share                      price
  -----------------------------------------------------------------------------------------------------------------------------------
  <S>                                 <C>                       <C>                        <C>                       <C> 
  Common Stock $.01 par
  value per share...........          82,500 shares             $9.8125 (1)                $809,532                  $246          
  Common Stock $.01 par
  value per share...........          17,500 shares             $0.19   (2)                $  3,325                  $  1
                                     --------------                                       ---------                  ----
  Total Maximum Offering
  Price and Registration
  Fee.......................         100,000 shares                                        $812,857                  $247
  ===================================================================================================================================
  <FN>
  
  (1)      THE PRICE IS ESTIMATED IN ACCORDANCE WITH RULE 457(h)(1) UNDER THE
           SECURITIES ACT OF 1933, AS AMENDED, SOLELY FOR THE PURPOSE OF
           CALCULATING THE REGISTRATION FEE, BASED ON THE AVERAGE OF THE HIGH AND
           LOW PRICES OF THE COMMON STOCK AS REPORTED ON THE NASDAQ NATIONAL
           MARKET ON DECEMBER 12, 1996.
  
  (2)      REPRESENTS THE PRICE AT WHICH THE INDICATED OPTIONS MAY BE 
           EXERCISED UNDER THE 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN.       
  </TABLE>
  <PAGE>   2
   PROSPECTUS
  
                                   100,000 SHARES
  
                           AAVID THERMAL TECHNOLOGIES INC.
  
                                    COMMON STOCK
  
           This Prospectus relates to the offer and sale of up to 100,000 shares
  (the "Shares") of Common Stock, par value $.01 per share (the "Common Stock"),
  of Aavid Thermal Technologies, Inc. (the "Company"). The Shares are being
  offered by certain stockholders of the Company (the "Selling Stockholders") who
  purchased such Shares pursuant to the Company's 1995 Non-Employee Director Stock
  Option Plan (the "Plan"). The distribution of the Shares by the Selling
  Stockholders may be effected from time to time in one or more transactions for
  their own accounts (which may include block transactions) in the
  over-the-counter market (including the Nasdaq National Market), or on any
  exchange on which the Common Stock may then be listed, in negotiated
  transactions, through the writing of options on shares (whether such options are
  listed on an options exchange or otherwise), or a combination of such methods of
  sale, at fixed prices which may be changed, at market prices prevailing at the
  time of sale, at prices related to such prevailing market prices or at
  negotiated prices. The Selling Stockholders may effect such transactions by
  selling Shares to or through broker-dealers, and such broker-dealers may receive
  compensation in the form of discounts, concessions or commissions from the
  Selling Stockholders and/or the purchasers of Shares for whom such
  broker-dealers may act as agent or to whom they sell as principal, or both
  (which compensation as to a particular broker-dealer might be in excess of
  customary commissions). The Selling Stockholders may also sell such Shares
  pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended
  (the "Securities Act"), or may pledge Shares as collateral for margin accounts
  and such Shares could be resold pursuant to the terms of such accounts. The
  Selling Stockholders and any participating brokers and dealers may be deemed to
  be "underwriters" as defined in the Securities Act, and any concessions received
  by them and any profit on the resale of the Shares may be deemed to be
  underwriting discounts or commissions under the Securities Act. See "Selling
  Stockholders" and "Plan of Distribution."
  
           The Common Stock of the Company is traded on the Nasdaq Stock Market's
  National Market (the "Nasdaq National Market") under the symbol "AATT." The last
  sale price as reported on the Nasdaq National Market for the Common Stock on
  December 12, 1996 was $10.00 per share.
  
           None of the proceeds from the sale of the Shares by the Selling
  Stockholders will be received by the Company. The Company has agreed to bear all
  expenses in connection with the registration of the Shares being offered by the
  Selling Stockholders. See "Plan of Distribution." 
  
           SEE "RISK FACTORS" COMMENCING ON PAGE 6 FOR A DISCUSSION OF CERTAIN
  FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK
  OFFERED HEREBY.
  
            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
        SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
       NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
         COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
              ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  
  
                    THE DATE OF THIS PROSPECTUS IS DECEMBER 16, 1996
  
  
                                         -1-
  <PAGE>   3
  
                                AVAILABLE INFORMATION
  
          The Company is subject to the informational requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
  accordance therewith, files periodic reports, proxy statements and other
  information with the Securities and Exchange Commission (the "Commission").
  Such reports, proxy statements and other information filed with the Commission
  may be inspected and copied at the Public Reference Section of the Commission
  at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices
  of the Commission located at 500 West Madison Street, Chicago, Illinois 60661,
  and Seven World Trade Center, New York, New York 10048. Copies of such material
  can be obtained from the Public Reference Section of the Commission at
  prescribed rates by writing to the Commission at 450 Fifth Street, N.W.,
  Washington, D.C. 20549.  Copies of such information may also be inspected at
  the reading room of the National Association of Securities Dealers, Inc., 1735
  K Street, N.W., Washington, D.C. 20006.The Commission maintains a World Wide
  Web site on the Internet at http://www.sec.gov that contains reports, proxy and
  information statements and other information regarding registrants that file
  electronically with the Commission.
  
           This Prospectus constitutes a part of a Registration Statement on Form
  S-8 (herein, together with all amendments and exhibits, referred to as the
  "Registration Statement") filed by the Company with the Commission under the
  Securities Act. This Prospectus does not contain all of the information set
  forth in the Registration Statement, certain parts of which are omitted in
  accordance with the rules and regulations of the Commission. For further
  information with respect to the Company and the Common Stock, reference is
  hereby made to the Registration Statement. Statements contained herein
  concerning the provisions of any document are not necessarily complete, and in
  each instance reference is made to the copy of such document filed as an exhibit
  to the Registration Statement or otherwise filed with the Commission. Each such
  statement is qualified in its entirety by such reference.  Copies of the
  Registration Statement together with exhibits may be inspected at the offices
  of the Commission as indicated above without charge and copies thereof may be
  obtained therefrom upon payment of a prescribed fee.
  
           Private Securities Litigation Reform Act Safe Harbor Statement. This
  Prospectus (including the documents incorporated by reference herein) contains
  certain forward-looking statements (as such term is defined in the Private
  Securities Litigation Reform Act of 1995) and information relating to the
  Company that are based on the beliefs of the management of the Company, as well
  as assumptions made by and information currently available to the management of
  the Company.  When used in this Prospectus, the words "estimate," "project,"
  "believe," "anticipate," "intend," "expect," and similar expressions are
  intended to identify forward-looking statements.  Such statements reflect the
  current views of the Company with respect to future events and are subject to
  risks and uncertainties that could cause actual results to differ materially
  from those contemplated in such forward-looking statements.  For a discussion
  of such risks, see "Risk Factors."  Readers are cautioned not to place undue
  reliance on these forward-looking statements, which speak only as of the date
  hereof.  The Company does not undertake any obligation to publicly release any
  revisions to these forward-looking statements to reflect events or
  circumstances after the date hereof or to reflect the occurrence of
  unanticipated events.
  
                         DOCUMENTS INCORPORATED BY REFERENCE
  
           The following documents filed by Aavid Thermal Technologies, Inc. (the
  "Company") with the Commission (File No. 0-27308) are incorporated herein by
  reference:
  
                    (i)      The Company's Annual Report on Form 10-K for the year
                             ended December 31, 1995, as amended.
  
  
                                         -2-
  <PAGE>   4
                    (ii)     The Company's Quarterly Report on Form 10-Q for the
                             quarter ended March 30, 1996.
  
                    (iii)    The Company's Quarterly Report on Form 10-Q for the
                             quarter ended June 29, 1996.
  
                    (iv)     The Company's Quarterly Report on Form 10-Q for the
                             quarter ended September 28, 1996
  
                    (v)      The Company's Current Report on Form 8-K dated May
                             16, 1996, as amended.
  
                    (vi)     The Company's Current Report on Form 8-K dated August
                             29, 1996.
  
                    (vii)    The Company's Form 8-A dated January 25, 1996.
  
           In addition to the foregoing, all documents subsequently filed by the
  Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
  subsequent to the date of this Prospectus and prior to the termination of the
  offering shall be deemed to be incorporated by reference in the Registration
  Statement and to be part hereof from the date of filing of such documents or
  Reports. Any statement contained in a document incorporated by reference in the
  Registration Statement, unless otherwise indicated therein, speaks as of the
  date of the document. Any statement contained in a document incorporated by
  reference shall be deemed to be modified or superseded for purposes of the
  Registration Statement to the extent that a statement contained herein or in any
  subsequently filed document that is also 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 the Registration Statement.  The information contained in this Prospectus
  relating to the Company should be read together with the information contained
  in the documents incorporated herein by reference.
           
           The Company will provide without charge to each person to whom a copy
  of this Prospectus is delivered, upon the written or oral request of any such
  person, a copy of any or all the documents incorporated herein by reference
  (other than exhibits to such documents). Requests for such copies should be
  directed to: Aavid Thermal Technologies, Inc., One Eagle Square, Suite 509, 
  Concord, NH 03301, Attention: Company Secretary, telephone number: 
  (603) 224-1117.
  
  
                                         -3-
  <PAGE>   5
                                 PROSPECTUS SUMMARY
  
           The following summary is qualified in its entirety by the more detailed
  information, including "Risk Factors," appearing elsewhere or incorporated by
  reference in this Prospectus.
  
                                     THE COMPANY
  
           Aavid Thermal Technologies, Inc. ("Aavid" or the "Company") is a
  leading provider of thermal management products that dissipate unwanted heat in
  electronic and electrical components and systems. The Company's thermal
  management products, which include aluminum and copper heat sinks, heat sink/fan
  combinations, heat pipes, liquid cooled cold plates, attachment accessories,
  compliant interface materials and conductive adhesives, operate by conducting,
  convecting and radiating away unwanted heat. Substantial engineering is involved
  in designing the product to maximize heat dissipation and minimize customers'
  assembly costs. The Company believes it has the broadest range of products in
  the thermal management industry.
  
           Increases in silicon and system integration, higher processing speeds
  and frequencies, smaller form factors, more sophisticated power requirements and
  other advances in chip technology are creating increasing heat dissipation
  problems in electronic and electrical components and systems. The Company
  utilizes a broad array of technologies, design and application engineering
  services and software tools to develop product solutions that address customers'
  thermal management problems. The Company seeks to work closely with its
  customers' engineering personnel to achieve "design-in" of the Company's
  products and to focus its research and development efforts.
  
           Aavid's strategy is to expand its technological capabilities,
  capitalize on its manufacturing strengths, work closely with its customers and
  expand its international presence in order to strengthen its position as a
  leading provider of thermal management solutions. Aavid's highly diversified
  customer base includes OEMs, distributors and contract manufacturers serving
  major industry segments, including the computer, semiconductor,
  telecommunications, transportation and power conversion industries. The Company
  conducted business in 1995 with over 2,000 customers. The Company's customers
  include Allen-Bradley, AT&T, Chrysler, General Electric, Hewlett-Packard, IBM,
  Intel, Motorola, Packard Bell and StorageTek.
  
          The Company, through its wholly-owned subsidiary, Fluent Inc.
  ("Fluent"), is a leading developer and marketer of computational fluid dynamics
  ("CFD") software which enables sophisticated simulation and analysis of air and
  other fluid flows, heat and mass transfer, chemical reaction and related
  phenomena. In May 1996, Fluent acquired Fluid Dynamics, Inc. ("FDI"), a leading
  computational fluid dynamics company. Fluent's software and problem-solving
  support services are used by its customers' advanced product and process
  engineering groups for detailed product development, design optimization and
  trouble shooting. By providing detailed information and the ability to model
  and simulate, Fluent's software can significantly reduce its customers'
  engineering costs and time to market, while improving the final product design.
  Fluent's software is used in a broad range of applications, including design of
  automobiles, electronic systems, aerospace components and combustion systems,
  as well as process plant engineering. Fluent enhances the Company's ability to
  develop high-end application engineering solutions and sophisticated design
  tools for thermal
  
  
                                         -4-
  <PAGE>   6
  management customers. The Company intends to leverage Fluent's international
  presence to accelerate Aavid's penetration into international markets.
  
           The Company was incorporated in Delaware in October 1993. Aavid
  Engineering, Inc. ("Aavid Engineering"), the Company's predecessor which was
  acquired by the Company in October 1993, was incorporated in New Hampshire in
  February 1964. As used in this Prospectus, references to "Aavid" and the
  "Company" include Aavid Thermal Technologies, Inc. and its subsidiaries,
  including Aavid Engineering, Fluent and Fluent's subsidiary FDI. Aavid
  Engineering does business under the name "Aavid Thermal Technologies." The
  Company's principal executive offices are located at One Eagle Square, Suite
  509, Concord, New Hampshire 03301 and its telephone number is (603) 224-1117. 
  The Aavid World Wide Web address is http://www.aavid.com.
  
  
                                 RECENT DEVELOPMENT
  
          Effective October 15, 1996, Ronald F. Borelli, a director of the
  Company, became Aavid's President, Chief Executive Officer and Chairman of the
  Board of Directors. Mr. Borelli succeeded Alan Beane, who had been Aavid's
  President and Chief Executive Officer and a principal stockholder since 1985 
  and David Steadman, Aavid's Chairman. Messrs. Beane and Steadman will 
  continue as members of the Board.
  
                                        -5-
  <PAGE>   7
                                    RISK FACTORS
  
           An investment in the shares of Common Stock offered hereby involves a
  high degree of risk. Prospective investors should carefully consider the
  following risk factors, in addition to other information contained in this
  Prospectus, in evaluating an investment in the shares of Common Stock offered
  hereby. This Prospectus contains, in addition to historical information,
  forward-looking statements that involve risks and uncertainties. The Company's
  actual results could differ materially. Factors that could cause or contribute
  to such difference include, but are not limited to, those discussed below, as
  well as those discussed elsewhere in this Prospectus.
  
  Potential Fluctuations in Operating Results. The Company's quarterly and annual
  operating results are affected by a wide variety of factors, many of which are
  outside the Company's control, that have in the past and could in the future
  materially and adversely affect net sales, gross margins and profitability.
  These factors include the volume and timing of orders received, competitive
  pricing pressures, availability and cost of raw materials, changes in the mix of
  products sold, potential cancellation or rescheduling of orders, changes in the
  level of customer inventories of the Company's products, the timing of new
  product and manufacturing process technology introductions by the Company or its
  competitors, availability of manufacturing capacity and market acceptance of new
  or enhanced products introduced by the Company. Additionally, the Company's
  growth and results of operations have in the past been, and would in the future
  be, adversely affected by downturns in the semiconductor or electronics
  industries. The Company is limited in its ability to reduce costs quickly in
  response to revenue shortfalls, and this limitation will be exacerbated to the
  extent the Company adds additional manufacturing capacity. The need for
  continued investment in research and development could also limit the Company's
  ability to reduce expenses quickly. As a result of these factors, the Company
  expects its operating results to continue to fluctuate. Results of operations in
  any one quarter should not be considered indicative of results to be expected
  for any future period, and fluctuations in operating results may also cause
  fluctuations in the market price for the Common Stock. While the Company targets
  certain high growth segments of the thermal management market, the overall
  market for thermal management products is growing at a relatively modest rate.
  There can be no assurance that the overall thermal management market, the
  segments of the market served by the Company or the Company will continue to
  grow in the future. Historically, sales have been negatively affected in the
  third quarter of each year due to lower customer demand during the summer months
  as well as lower production levels due primarily to employee vacations. The
  Company anticipates the seasonality of its business will be exacerbated by its
  acquisition of Fluent, which historically has had substantially lower revenues
  in the second and third calendar quarters than in the first and fourth calendar
  quarters due to the summer slowdown in Europe and the budgeting and purchasing
  patterns of its customers. See "-Dependence on Emerging Digital Market,"
  "-Dependence on Electronics Industry; Cyclicality of Semiconductor Industry,"
  "-Risks Associated with Manufacturing Capacity and Fixed Costs" and "-Rapid
  Technological Change."
  
  Dependence on Emerging Digital Market. A significant portion of the recent
  growth in the Company's net sales has been, and is expected to continue to be,
  dependent upon sales of thermal management products for digital electronics
  applications within the Company's markets, consisting primarily of
  microprocessors and related chip sets. The Company's sales for digital
  electronics applications accounted for approximately 11%, 14%, 18%, 20% and 20%
  of net sales in 1992, 1993, 1994, 1995 and the first nine months of 1996,
  respectively. The market for thermal management
  
  
                                         -6-
  <PAGE>   8
  products for commercial digital electronics applications has only recently
  emerged and is characterized by more rapid and uncertain technological change,
  shorter product lifecycles, greater pricing pressure and increasing foreign and
  domestic competition as compared to the market for power electronics
  applications. Beginning in the fourth quarter of 1995 and continuing in the
  first six months of 1996, the Company has experienced decreased demand for
  products for digital electronics applications, which the Company believes
  resulted from a downturn in the semiconductor industry as reflected in decade
  lows in industry book-to-bill ratios. The Company has had limited experience in
  developing thermal management products for digital electronics applications, and
  there can be no assurance that the Company will be able to adapt to the rapidly
  changing conditions in this market. There also can be no assurance that the
  demand for thermal management products for digital electronics applications
  within the Company's markets will continue to grow.
  
           A competitor of the Company has commenced a legal action against the
  Company alleging that the Company's method of manufacturing substantially all
  the Company's products for digital electronics applications infringes this
  competitor's patent. While the Company believes, based on the advice of its
  patent counsel, that it has meritorious defenses to this action, there can be no
  assurance the Company will prevail. In the event that this competitor were to
  prevail, the Company would be materially adversely affected. See "-Pending
  Patent Litigation."
  
  Dependence on Electronics Industry; Cyclicality of Semiconductor Industry. The
  Company's business is highly dependent on the demand for semiconductor devices
  utilized by the electronics industry. The growth of the Company's business will
  depend primarily on increased demand for semiconductor devices and products that
  require thermal solutions. The semiconductor industry has historically been
  cyclical and subject to significant economic downturns characterized by
  diminished product demand and eroding average selling prices. A decrease in
  demand for semiconductor products would reduce demand for the Company's products
  and have an adverse impact on the Company's results of operations. Further,
  semiconductor manufacturers and their customers, in developing and designing new
  products, typically seek to eliminate or minimize thermal problems, and such
  efforts could have the effect of reducing or eliminating demand for certain of
  the Company's products. Additionally, the Company believes that many of its OEM
  customers compete in intensely competitive markets characterized by declining
  prices and low margins. These OEMs pressure their component suppliers, including
  the Company, to lower prices regardless of the proprietary content and cost of
  the suppliers' products. There can be no assurance that demand for
  semiconductors will increase in the future. The Company believes, based on 
  publicly available market data, that semiconductor growth in 1996 will be lower
  than in 1995. There can be no assurance that the Company will not be adversely 
  affected by cyclical conditions in the semiconductor and electronics 
  industries. See "-Rapid Technological Change."
  
  Limited Sources of Supply. The Company purchases its raw aluminum logs,
  aluminum extrusion and aluminum coil stock and various components from a
  limited number of outside sources. The Company purchases substantially all of 
  its aluminum logs from a single supplier and substantially all of its aluminum 
  coil from another single supplier.
  
                                         -7-
  <PAGE>   9
  
          On September 16, 1996, the Company acquired an aluminum extrusion
  business located in Franklin, New Hampshire to minimize the risk of an
  interruption in aluminum extrusion supply. The Company expects that the
  aluminum extrusion business will supply more than 50% of its raw extrusion
  needs. This acquisition, will subject the Company to all of the risks   
  associated with the ownership and operation of an aluminum extrusion business.
  If the available supply of aluminum declines, or if one or more of the current
  suppliers is unable for any reason to meet the Company's requirements, is
  acquired by a competitor or determines to compete with Aavid, the Company could
  experience cost increases, a deterioration of service from its suppliers, or
  interruptions, delays or a reduction in raw material supply that may cause the
  Company to fail to meet delivery schedules to customers. Although the Company
  believes that viable alternate suppliers exist for the aluminum coil stock and
  components, any unanticipated interruption of supply would have a short-term
  material adverse effect on the Company. Also, because most suppliers of
  aluminum extrusion cannot currently meet the product tolerances and design
  limits required by the Company, any unanticipated interruption of supply of
  aluminum extrusion would have a material adverse effect until the Company could
  obtain another supplier which could meet the product tolerances and design
  limits required by the Company or the Company itself began to produce aluminum
  extrusion or source an alternative materials technology. 
  
  Impact of Changing Aluminum Prices. The Company's results of operations in 1995
  and the second half of 1994 were adversely impacted by increases in the price of
  aluminum. The principal raw material used in the Company's products is aluminum,
  and aluminum represents a significant component of the Company's cost of goods
  sold. Market prices for raw aluminum have historically been cyclical and highly
  volatile and are influenced by numerous factors beyond the control of the
  Company. After remaining generally flat during 1992 and 1993, aluminum prices in
  the spot market for ingot increased dramatically in 1994 from $0.54/lb. on
  January 3, 1994 to $0.945/lb. on December 30, 1994, peaking at $1.035/lb. on
  January 24, 1995 and gradually decreasing to $0.79/lb. at December 31, 1995. On
  December 3, 1996, the price for aluminum in the spot market for ingot was
  $0.72/lb. The Company's ability to pass price increases along to its customers 
  is limited by competitive pressures, customer resistance and price adjustment
  limitations in the Company's product purchase contracts with its customers. Even
  if the Company is able to pass along all or a portion of raw material price
  increases, of which there can be no assurance, there is typically a lag of three
  to twelve months between the actual cost increase of raw material and the
  corresponding increase in the prices of the Company's products. There can be no
  assurance that the Company in the future will be able to recover increased
  aluminum costs through higher prices to its customers. As the effective purchase
  price for the Company's aluminum and other raw materials changes, competitive
  conditions will influence the amount of the change, if any, in the Company's
  prices to its customers. Fluctuating aluminum prices have a significant effect
  on the Company's gross margin and could have a material adverse effect upon the
  Company's results of operations and business, as occurred in 1995 and the second
  half of 1994. See "-Potential Fluctuations in Operating Results."
  
  
                                         -8-
  <PAGE>   10
  Management of Growth. The Company has recently experienced substantial growth
  and has significantly expanded its operations through manufacturing capacity
  additions, acquisitions and geographic expansion, including the acquisition of
  an extrusion business, Fluent and FDI, and the formation, in August 1996, of a
  joint venture in Taiwan with Birchtek Inc., in which the Company owns a 51%
  interest, for the development, manufacture and sale of thermal management
  products in Taiwan. As part of its strategy, the Company intends to increase its
  manufacturing capacity overseas, expand the products and services it offers and
  make selective acquisitions. This growth and expansion has placed, and will
  continue to place, a significant strain on the Company's management, production,
  technical, financial and other resources. To manage growth effectively, the
  Company must maintain a high level of manufacturing quality and efficiency, and
  must continue to enhance its operational, financial and management systems and
  expand, train and manage its employee base. There can be no assurance that the
  Company will be able to effectively manage this expansion, and any failure to do
  so could have a material adverse effect on the Company's operating results and
  financial condition. See "-Risks Associated with Manufacturing Capacity and
  Fixed Costs" and "-Dependence on Key Personnel."
  
           The Company is in the process of implementing new and upgraded
  operating and financial systems, procedures and controls, including improvements
  to its accounting and other internal management systems. There can be no
  assurance that such efforts can be accomplished successfully. Moreover, there
  can be no assurance that those systems, procedures and controls will, when
  implemented, be adequate to support the Company's operations. Any failure to
  expand these areas in a timely manner could have a material adverse effect on
  the Company's business, operating results and financial condition.
  
           In February 1995, the Company installed a newly released software
  system designed for "made-to-order manufacturing." Upon installation, the system
  was unable to handle Aavid's transaction load, and the Company encountered
  numerous "bugs" and deficiencies in the functioning of the software. These
  problems resulted in substantial difficulties in managing production and
  substantial delays in manufacturing and shipping products, which had a material
  adverse effect on the Company's results of operations in the first quarter of
  1995 and, to a lesser extent, the second and third quarters of 1995. While the
  system is currently operating adequately, there can be no assurance that this
  problem will not recur or that other problems will not arise. The Company is
  beginning the installation of this system in its other manufacturing facilities,
  and there can be no assurance that the Company will not encounter similar
  problems at these other facilities.
  
  Risks Associated with Fluent and FDI Acquisitions. In August 1995, the Company
  acquired Fluent, which provides computerized design and simulation software used
  to predict air and other fluid flows, heat and mass transfer, chemical reaction
  and related phenomena. In May 1996, Fluent acquired FDI. The Company has never
  managed a software company or engaged in the development of software products
  for sale to third parties. The future success of Fluent will depend on the
  Company's ability to retain Fluent's management team and continue to attract
  qualified software engineers. Although the Company believes Fluent is a leader
  in the market for general purpose computational fluid dynamics software tools
  used for modeling fluid flow, heat and mass transfer, and chemical reactions,
  Fluent has very little presence in Aavid's market, thermal management of
  electronics, and there can be no assurance that Fluent can successfully
  penetrate this market. Because of the inherent differences between the
  businesses of Aavid and Fluent, there can be no
  
  
                                         -9-
  <PAGE>   11
  assurance that the Company and its stockholders will ultimately realize any
  benefit from the acquisition of Fluent and FDI. See "-Dependence on Key
  Personnel" and "-Dependence Upon Intellectual Property."
  
  Risks Associated with Manufacturing Capacity and Fixed Costs. During parts of
  1994 and 1995, the Company's manufacturing facilities and workforce operated at
  capacity, despite an increase in manufacturing capacity in 1994 and 1995.
  Capacity constraints during 1995 were exacerbated by the problems resulting from
  the installation of the new software system in February 1995, which adversely
  impacted Aavid's production planning and control capability. As a result of
  capacity additions which came on line in 1995 and 1996 and the improvement in
  the performance of the Company's new software system, the Company is not
  currently operating under a physical capacity constraint. Capacity constraints
  generally result in longer lead times to customers, thus risking loss of
  business to competitors because customers value short lead times. A recurrence
  of capacity constraints could adversely affect the Company in the future. The
  Company's constantly changing mix of products makes it difficult to manage
  production efficiently. Any failure by the Company to adequately forecast, plan
  for or manage efficiently its production could adversely affect the Company's
  sales and operating results. The Company's ability to add manufacturing capacity
  depends, in part, on the availability of a qualified pool of employees.
  
           The Company has added approximately 168,000 square feet of
  manufacturing capacity since January 1, 1994. In addition, the Company intends
  to add manufacturing capacity in Canada, Europe and the Far East, initially, in
  the case of the Far East, through its Taiwan joint venture. The Company's
  recent capacity additions have resulted, and the planned capacity additions
  will result, in a significant increase in fixed and operating expenses. If
  sales levels do not increase sufficiently to absorb these additional expenses,
  or if demand for the Company's products declines, the Company's operating
  results would be adversely affected in future periods in light of the fixed
  costs needed to own or lease and operate its manufacturing facilities.
  
           A substantial majority of the Company's net sales are generated through
  its manufacturing operations in Laconia, New Hampshire. If the Company were
  unable to use all or a substantial portion of its Laconia facility for any
  reason, the Company's operations would be materially adversely affected until
  the Company was able to obtain substitute production capability.
  
  Rapid Technological Change. The markets for the Company's products are
  characterized by rapidly changing technology, frequent new product introductions
  and enhancements, and rapid product obsolescence. The Company's future success
  will be highly dependent upon its ability to continually develop new, and
  enhance existing, products, materials, manufacturing processes and services in
  order to keep pace with the technological advancements of its customers and
  their corresponding increasingly complex thermal management needs. There can be
  no assurance that the Company will be able to identify new product trends or
  opportunities, develop and bring to market new products, respond effectively to
  new technological changes or product announcements by others, develop or obtain
  access to advanced materials, or that its products will receive commercial
  acceptance. In addition, there can be no assurance that products or technologies
  developed by others, including the Company's customers, will not render the
  Company's products or technologies noncompetitive or obsolete.
  
  
                                        -10-
  <PAGE>   12
  Competition. The markets for thermal management products and CFD software are
  highly competitive. Certain of the companies with which the Company competes,
  including divisions or subsidiaries of large companies and its customers, have
  substantially greater technical, financial, research and development and
  marketing resources than the Company. The ability of the Company to compete
  successfully depends upon a number of factors, including price, customer
  acceptance of the Company's products, cost effective high-volume manufacturing,
  proximity to customers, lead times, ease of installation of its products, new
  product and manufacturing process technology introductions by the Company and
  its competitors, access to new technologies and general market and economic
  conditions. Fluent competes primarily on the basis of product performance. There
  can be no assurance that the Company will be able to compete successfully in the
  future against existing or potential competitors or that the Company's operating
  results will not be adversely affected by increased price competition. In
  addition, there can be no assurance that the Company's customers for thermal
  management products will not manufacture such products internally rather than
  purchase them from the Company.
  
  Future Capital Needs. In order to remain competitive, the Company must continue 
  to make significant expenditures for expansion of its operations, including
  expenditures for capital equipment and new manufacturing facilities in Canada
  and overseas, and for research and development. In addition, the Company's      
  growth since 1993 has required, and any future growth will require, significant
  amounts of working capital. The Company believes that the proceeds from its
  initial public offering, together with existing cash balances, cash flow from
  operations and existing credit facilities, will be adequate to fund its
  anticipated capital expenditures and working capital needs through at least
  1997. However, after that time, the Company may require additional equity or
  debt financing to meet its working capital requirements. There can be no
  assurance that additional capital will not be required sooner or, if required,
  that it will be available on a timely basis or on terms satisfactory to the
  Company. The inability of the Company to obtain adequate additional financing
  on reasonable terms when needed would have a material adverse effect on the
  Company's business, financial condition and results of operations. If
  additional funds are raised through the issuance of equity securities, the
  percentage ownership of then current stockholders of the Company would be
  reduced. Further, such equity securities may have rights, preferences or
  privileges senior to those of the Company's Common Stock. At September 28,
  1996, the Company had an accumulated deficit of  $2.625 million.
  
  Dependence Upon Intellectual Property. The Company believes that the success of
  its business, particularly the business of its Fluent subsidiary, will depend in
  part upon its intellectual property, including patents, copyrights, trade
  secrets, know-how and continuing technology innovation. The Company owns patents
  and copyrights and seeks patents and copyrights when appropriate on inventions
  concerning new products and improvements as part of its ongoing research,
  development and manufacturing efforts. There can be no assurance that any steps
  taken by the Company to protect its intellectual property will be adequate to
  prevent misappropriation, that any patents or copyrights issued to the Company
  will not be invalidated, circumvented or challenged or that the rights granted
  thereunder will provide a competitive advantage. In addition, the laws of
  certain countries in which the Company's products are, or may be, developed,
  manufactured or sold, including countries located in Asia, Europe and Latin
  America, may not provide the Company's products and intellectual property rights
  with the same degree of protection as the laws of the United States.
  Furthermore, there can be no assurance that others will not independently
  develop technologies that are similar or superior to the Company's technology
  and obtain patents or
  
  
                                        -11-
  <PAGE>   13
  copyrights thereon. In such event, the Company may not be able to license such
  technologies on reasonable terms, or at all. Although the Company believes that
  its products and technology do not infringe upon proprietary rights of others,
  there can be no assurance that third parties will not assert infringement claims
  in the future. Moreover, litigation may be necessary in the future to enforce
  the Company's patents, copyrights and other intellectual property rights, to
  protect the Company's trade secrets, to determine the validity and scope of the
  proprietary rights of others, or to defend against claims of infringement or
  invalidity. Such litigation could result in substantial costs and diversion of
  resources and could have a material adverse effect on the Company's financial
  condition and results of operations.
  
  Pending Patent Litigation. In August 1992, Thermalloy Inc. ("Thermalloy"), one
  of the Company's competitors, commenced a legal action against the Company
  alleging infringement of a Thermalloy patent covering a method of manufacturing
  heat sinks by gang sawing. Heat sinks made using methods of manufacturing
  alleged by Thermalloy to infringe its patent are primarily sold for digital
  electronic applications, principally microprocessors and related chipsets, and
  constitute substantially all of the Company's digital product line. The Company
  filed an answer claiming that (i) its methods of manufacturing pin grid array
  heat sinks did not infringe the patent and (ii) the patent is invalid and
  unenforceable, among other things, because of the existence of prior art. The
  Company filed a counterclaim alleging that Thermalloy violated the United 
  States antitrust laws by attempting to enforce a patent which it knows to be
  invalid. In April 1993, while the case was pending, Thermalloy petitioned the
  United States Patent and Trademark Office (the "Patent Office") to reexamine the
  claims of the patent in light of certain prior art disclosed to Thermalloy by
  Aavid in the litigation. In the reexamination, Thermalloy sought and obtained
  new and amended patent claims that attempted to distinguish the published prior
  art identified by the Company and presented to the Patent Office by Thermalloy.
  The Company believes that the reexamined claims are invalid because the patent
  law prohibits the broadening of patent claims on reexamination, and in May 1995
  the Company filed a motion for summary judgment on this issue. On March 15,
  1996, the United States District Court for the District of New Hampshire granted
  the Company's motion for summary judgment and found the patent invalid.
  Thermalloy has filed an appeal. While the Company believes, based on the advice
  of its patent counsel, that it will prevail on the appeal taken by Thermalloy,
  there can be no assurance that the Company will ultimately prevail in this
  matter. In the event that Thermalloy were to prevail in such action, Aavid would
  be required to cease using the affected technology and/or pay damages and
  license fees to Thermalloy, which would have a material adverse effect on the
  Company. In the event that Thermalloy were to prevail and Aavid was unable to
  obtain a license from Thermalloy or employ a non-infringing method of
  manufacturing these products, the Company's ability to compete in the digital
  electronics market would be materially adversely affected. Sales of heat sink
  products where gang sawing was used to create fins or pins in 1994 and 1995 were
  $8.7 million and $18.2 million, respectively. The District Court has also
  dismissed the Company's antitrust counterclaim against Thermalloy. See
  "-Dependence on Emerging Digital Market."
  
  
                                        -12-
  <PAGE>   14
  
  Dependence on Key Personnel. The Company believes that its future success will
  depend to a significant extent upon its senior management, many of whom would be
  difficult to replace. The loss of the services of any key personnel, including
  Ronald F. Borelli, the Company's Chairman of the Board, President and Chief
  Executive Officer, D. Max Henderson, Aavid Engineering's President and Chief 
  Operating Officer, and Bharatan R. Patel, Fluent's President and Chief 
  Executive Officer, could have a material adverse effect upon the Company. The 
  Company's future success will also depend upon its ability to attract and 
  retain qualified management, technical and manufacturing employees, including 
  software engineers, to support its future growth. Competition for such 
  personnel is intense, and there can be no assurance that the Company will be 
  successful in attracting or retaining such personnel. The failure to attract 
  and/or retain such persons could materially adversely affect the Company's 
  business, results of operations and financial condition. See "-Management of 
  Growth."
  
  Transaction with Affiliate; Potential Conflict of Interest. Mr. Alan F. Beane,
  a director of the Company, is the chairman and, together with one of his
  brothers, 90% owner of Materials Innovation, Inc. ("MII"), a company founded in
  1985 and principally engaged in the invention, development and
  commercialization of novel coatings and thin films, new engineered materials
  and related net shape part manufacturing technologies. The Company and MII are
  parties to an agreement pursuant to which the Company licenses certain patents
  from MII. In addition, MII has conducted research and development for the
  Company in advanced materials and related net shape part manufacturing
  technologies. In 1993, 1994, 1995 and the first nine months of 1996, royalty    
  payments and expense reimbursements by the Company to MII totalled $0, $42,000,
  $37,000 and $13,000, respectively, and sales of MII products and development
  services to the Company were $270,000, $120,000, $398,000 and $0, respectively.
  
           Under the terms of Mr. Beane's non-competition agreement with the 
  Company, Mr. Beane is prohibited from competing against the Company. The 
  relationship of MII to the Company is regulated by the terms of an agreement    
  between MII, its principals and Aavid, which prohibits MII from competing with
  the Company in the markets for heat sinks and other products whose principal
  purpose is to dissipate heat from electronic devices. MII is pursuing the
  development of certain products and advanced materials which, if successfully
  developed, would have application to the Company's business. However, MII is
  not obligated to license such technology to Aavid, and there can be no
  assurance that Aavid will benefit from the relationship with MII or will be
  able to license any intellectual property from MII, if desirable, on acceptable
  terms or at all. There can be no assurance that a conflict of interest will not
  develop between Aavid and MII or that Mr. Beane's association with MII will not
  materially interfere with his responsibilities to the Company.
  
  
                                        -13-
  <PAGE>   15
  Foreign Operations. The Company believes that it will need to acquire additional
  manufacturing facilities overseas to adequately service its customers, many of
  which have moved manufacturing operations and expanded their business overseas.
  This trend may have an adverse impact on the Company's sales of domestically
  manufactured products. As a result, a key element of the Company's business
  strategy is to expand internationally, particularly in the market for digital
  electronics applications. The Company's international sales (excluding Canada
  and Mexico) in 1993, 1994, 1995 and the first nine months of 1996 were $3.3
  million, $7.0 million, $14.9 million and $14.4 million, respectively, and
  Fluent's international sales for its fiscal years ended March 31, 1994 and 1995
  and for the period from January 1, 1995 to August 24, 1995 (the date of the
  acquisition of Fluent) were $4.5 million, $6.3 million and $4.2 million,
  respectively. In August 1996, the Company formed a joint venture in Taiwan for
  the development, manufacture and sale of thermal management products in Taiwan.
  The Company has had only limited experience to date operating outside the United
  States. There can be no assurance that the Company's expansion of its foreign
  operations will be successful. Foreign operations are subject to a number of
  risks, including work stoppages, transportation delays and interruptions,
  political instability, foreign currency fluctuations, economic disruptions,
  expropriation, nationalization, misappropriation of intellectual property, the
  imposition of tariffs and import and export controls, changes in governmental
  policies (including U.S. policy toward these countries) and other factors which
  could have an adverse effect on the Company's business. In addition, the Company
  may be subject to risks associated with the availability of, and time required
  for, the transportation of products to and from foreign countries. The
  occurrence of any of these factors may delay or prevent the delivery of goods
  ordered by customers, and such delay or inability to meet customers'
  requirements would have a material adverse effect on the Company's results of
  operations and could have an adverse effect on the Company's relationships with
  its customers. Furthermore, the occurrence of certain of these factors in
  countries in which Aavid owns or operates manufacturing facilities could result
  in the impairment or loss of the Company's investment in such countries.
  
  Dependence on Independent Distributors. During 1993, 1994, 1995 and the first
  nine months of 1996, sales to independent distributors accounted for
  approximately 14%, 13%, 15% and 13% of net sales, respectively. The largest
  single distributor accounted for less than 3% of net sales in each of those
  periods. Several of these distributors have a limited right to return unsold
  products to the Company, and there can be no assurance that such returns will
  not have a material adverse effect on the Company. These independent
  distributors generally are not subject to any minimum purchase requirements and
  can discontinue marketing the Company's products at any time upon proper notice.
  Accordingly, the Company must compete for the focus and sales efforts of its
  distributors. There can be no assurance that the Company's distributors will
  continue to distribute the Company's products or do so successfully. Although
  the Company believes that other channels of distribution would be available if
  the Company were to lose the services of one or more of its independent
  distributors, there can be no assurance that such loss would not have an adverse
  effect on its results of operations.
  
  
                                        -14-
  <PAGE>   16
  Environmental Regulations. The Company is subject to a variety of federal, state
  and local environmental laws relating to the storage, discharge, handling,
  emission, generation, manufacture, use and disposal of chemicals, solid and
  hazardous waste and other toxic and hazardous materials used to manufacture the
  Company's products. The Company believes that it has been operating its
  facilities in substantial compliance in all material respects with existing laws
  and regulations. Nevertheless, the failure to comply with current or future
  regulations could result in substantial fines being imposed on the Company,
  suspension of production, alteration of its manufacturing or cessation of
  operations. Such regulations could require the Company to acquire expensive
  remediation equipment or to incur substantial expenses to comply with
  regulations. The Company cannot predict the nature, scope or effect of
  legislation or regulatory requirements that could be imposed or how existing or
  future laws or regulations will be administered or interpreted with respect to
  products or activities to which they have not previously applied. Compliance
  with more stringent laws or regulations, as well as more vigorous enforcement
  policies of regulatory agencies, could require substantial expenditures by the
  Company and could adversely affect the results of operations of the Company.
  
  Control by Certain Principal Stockholders; Effect of Certain Anti-Takeover
  Provisions. The Company's executive officers and directors and their affiliated
  entities as a group beneficially own approximately 54% of the outstanding Common
  Stock. As a result, Aavid's executive officers and directors as a group will
  have a significant influence over, and may in fact control, the outcome of all
  matters submitted to a vote of the Company's stockholders, including the
  election of directors and significant corporate transactions. The shares
  beneficially owned by the Company's executive officers, directors and
  affiliates, combined with the ability of the Board of Directors to issue shares
  of preferred stock without further vote or action by the stockholders, may have
  the effect of delaying, deferring or preventing a change in control of the
  Company without further action by the stockholders, which could adversely affect
  the market price of the Common Stock. The Company's credit agreement provides
  the lender with the right to require the payment of all outstanding loans if a
  change in control of the Company occurs. In addition, Section 203 of the
  Delaware General Corporation Law, which is applicable to the Company, contains
  provisions that restrict certain business combinations with interested
  stockholders, which may have the effect of inhibiting a nonnegotiated merger or
  other business combination.
  
  Shares Eligible for Future Sale. Sales of substantial amounts of Common Stock in
  the public market, or the perception that such sales may occur, could adversely
  affect the prevailing market price of the Common Stock and the ability of the
  Company to raise capital through a public offering of its equity securities.
  Currently, approximately 3.5 million shares of Common Stock are eligible for
  sale in the public market without registration, subject to certain volume and
  other limitations, pursuant to Rule 144 under the Securities Act. 
  Approximately 1.5 million of such shares of Common Stock are eligible
  for sale in the public market without limitation pursuant to Rule 144(k) under
  the Securities Act. Additional shares, including shares issuable upon exercise
  of options, will also become available for sale in the public market from time
  to time in the future. Certain of the Company's stockholders have the right to
  cause the Company to register their shares under the Securities Act and to
  include their shares in any future registration of securities effected by the
  Company under the Securities Act. An aggregate of approximately 5.7 million
  shares of Common Stock, including approximately 2.0 million shares of Common
  Stock issuable upon exercise of outstanding options and warrants, are covered by
  such registration rights. If such holders, by
  
  
                                        -15-
  <PAGE>   17
  exercising their demand registration rights, cause a large number of shares to
  be registered and sold in the public market, such sales may have an adverse
  effect on the market price of the Common Stock. If the Company is required to
  include in a Company-initiated registration shares held by such holders pursuant
  to the exercise of their piggyback registration rights, such sales may have an
  adverse effect on the Company's ability to raise needed capital.
  
  
                                        -16-
  <PAGE>   18
                                SELLING STOCKHOLDERS
  
                   The Company will supplement this Prospectus from time to time
  to include certain information concerning the security ownership of the Selling
  Stockholders and the position, office or other material relationship which a
  Selling Stockholder has had within the past three years with the Company or any
  of its predecessors or affiliates.
  
  
                                PLAN OF DISTRIBUTION
  
                   The distribution of the Shares by the Selling Stockholders may
  be effected from time to time in one or more transactions for their own accounts
  (which may include block transactions) in the over-the-counter market (including
  the Nasdaq National Market), or on any exchange on which the Common Stock may
  then be listed, in negotiated transactions, through the writing of options on
  shares (whether such options are listed on an options exchange or otherwise), or
  a combination of such methods of sale, at fixed prices which may be changed, at
  market prices prevailing at the time of sale, at prices related to such
  prevailing market prices or at negotiated prices. The Selling Stockholders may
  effect such transactions by selling Shares to or through broker-dealers, and
  such broker-dealers may receive compensation in the form of discounts,
  concessions or commissions from the Selling Stockholders and/or the purchasers
  of Shares for whom such broker-dealers may act as agent or to whom they sell as
  principal, or both (which compensation as to a particular broker-dealer might be
  in excess of customary commissions). The Selling Stockholders may also sell such
  Shares pursuant to Rule 144 promulgated under the Securities Act, or may pledge
  Shares as collateral for margin accounts and such Shares could be resold
  pursuant to the terms of such accounts. The Selling Stockholders and any
  participating brokers and dealers may be deemed to be "underwriters" as defined
  in the Securities Act and any commissions received by them and any profit on the
  resale of the Shares may be deemed to be Underwriting discounts or commissions
  under the Securities Act.
  
                   In order to comply with certain state securities laws, if
  applicable, the Common Stock will not be sold in a particular state unless such
  securities have been registered or qualified for sale in such state or any
  exemption from registration or qualification is available and complied with.
  
                   The Company has agreed to pay all the costs and expenses of
  this offering.
  
  
                                    LEGAL MATTERS
  
          The validity of the shares offered hereby have been passed upon for the
  Company by Fulbright & Jaworski L.L.P., New York, New York.  As of December 13,
  1996, partners of Fulbright & Jaworski L.L.P. own an aggregate of 4,000 shares
  of the Company's Common Stock.
  
  
                                        -17-
  <PAGE>   19
                                       EXPERTS
  
                   The consolidated balance sheets as of December 31, 1994 and
  1995 and the consolidated statements of operations, changes in stockholders'
  equity and cash flows of the Company for the period from September 26 to
  December 31, 1993 and for the years ended December 31, 1994 and 1995, and the
  consolidated statements of operations and changes in stockholders' equity and
  cash flows of the Company's predecessor for the nine months ended September 25,
  1993, incorporated by reference in this Prospectus, have been incorporated by
  reference herein in reliance on the report of Coopers & Lybrand L.L.P.,
  independent accountants, given on the authority of that firm as experts in
  accounting and auditing.
  
  
                                        -18-
  
  <PAGE>   20
  ================================================================================
  
       NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
  ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
  AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
  UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY SELLING STOCKHOLDER OR ANY
  OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
  SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE COMMON STOCK OFFERED
  HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
  BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN
  WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY
  OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
  CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
  ANY DATE SUBSEQUENT TO THE DATE HEREOF.
                                                                   
  
                                     ----------
  
  
                                  TABLE OF CONTENTS
  
                                                      PAGE
                                                      ----
            Available Information..............         2
            Documents Incorporated
             by Reference .....................         2
            Prospectus Summary ................         4
            Risk Factors ......................         6
            Selling Stockholders ..............        17
            Plan of Distribution ..............        17
            Legal Matters .....................        17
            Experts ...........................        18
  
  ================================================================================
  
  
                                   100,000 Shares
                     
                     
                     
                                    AAVID THERMAL
                                 TECHNOLOGIES, INC.
                     
                     
                     
                     
                                    Common Stock
                     
                     
                     
                     
                     
                                     ----------
                                     PROSPECTUS
                                     ----------
                     
                     
                     
                     
                                  December 16, 1996
  
                     
  ================================================================================
  <PAGE>   21
                                       PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.
  
        The following documents filed by Aavid Thermal Technologies, Inc. (the
  "Company") with the Commission (File No. 0-27308) are incorporated herein by
  reference:
  
              (i)   The Company's Annual Report on Form 10-K for the year ended
                    December 31, 1995, as amended.
  
              (ii)  The Company's Quarterly Report on Form 10-Q for the quarter
                    ended March 30, 1996.
  
              (iii) The Company's Quarterly Report on Form 10-Q for the quarter
                    ended June 29, 1996.
  
              (iv)  The Company's Quarterly Report on Form 10-Q for the quarter
                    ended September 28, 1996.
  
              (v)   The Company's Current Report on Form 8-K dated May 16, 1996,
                    as amended.
  
              (vi)  The Company's Current Report on Form 8-K dated August 29,
                    1996.
  
              (vii) The Company's Form 8-A dated January 25, 1996.
  
        In addition to the foregoing, all documents subsequently filed by the
  Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934, as amended, prior to the filing of a post-effective
  amendment indicating that all of the securities offered hereunder have been sold
  or deregistering all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be part hereof
  from the date of filing of such documents. Any statement contained in a document
  incorporated by reference in this Registration Statement 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 subsequently filed document that is
  also 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.
  
  
                                        II-1
  <PAGE>   22
  ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
          The legality of the Common Stock offered hereby has been passed on for
  the Company by Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New York
  10103. As December 13, 1996, partners of Fulbright & Jaworski L.L.P. own an
  aggregate of 4,000 shares of the Company's Common Stock.
  
  ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
          Section 145(c) of the General Corporation Law of the State of Delaware
  ("GCL") provides that a Delaware corporation may indemnify any person who was
  or is a party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative (other than an action by or in the right of the corporation),
  by reason of the fact that he is or was a director, officer, employee or agent
  of the corporation or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation or enterprise,
  against expenses, judgments, fines and amounts paid in settlement actually and
  reasonably incurred by him in connection with such action, suit or proceeding
  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 action or proceeding, had no cause to believe his conduct was
  unlawful.
  
              Section 145(b) of the GCL provides that a Delaware corporation may
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor by reason of the fact that such
  person acted in any of the capacities set forth above, against expenses actually
  and reasonably incurred by him in connection with the defense or settlement of
  such action or suit if he acted under similar standards, except that no
  indemnification may be made in respect of any claim, issue or matter as to which
  such person 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 that despite the adjudication of liability, such person is fairly and
  reasonably entitled to be indemnified for such expenses which the court shall
  deem proper.
  
              Section 145 of the GCL further provides that to the extent a
  director or officer of a corporation has been successful in the defense of any
  action, suit or proceeding referred to in subsections (a) and (b) or in the
  defense of any claim, issue or matter therein, he shall be indemnified against
  expenses actually and reasonably incurred by him in connection therewith; that
  indemnification provided for by Section 145 shall not be deemed exclusive of any
  other rights to which the indemnified party may be entitled; and that the
  corporation may purchase and maintain insurance on behalf of any person who is
  or was a director, officer, employee or agent of the corporation, or is or was
  serving at the request of the corporation as a director, officer, employee or
  agent of another corporation or enterprise, against any liability asserted
  against him or incurred by him in any such capacity or arising out of his status
  as such
  
  
                                        II-2
  <PAGE>   23
  whether or not the corporation would have the power to indemnify him against
  such liabilities under such Section 145.
  
              The Company's Certificate of Incorporation and Bylaws provide that
  the Company shall indemnify certain persons, including officers, directors,
  employees and agents, to the fullest extent permitted by Section 145 of the
  General Corporation Law of the State of Delaware. The Company has also entered
  into indemnification agreements with its current directors and executive
  officers. Reference is made to the Certificate of Incorporation, Bylaws and form
  of indemnification agreement filed as Exhibits 3.1., 3.3. and 10.6 to the
  Company's Registration Statement (No. 33-99232) on Form S-1, respectively. The
  Company's directors and officers are insured against losses arising from any
  claim against them as such for wrongful acts or omission, subject to certain
  limitations.
  
  
  ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.
  
              Not Applicable.
  
  ITEM 8.     EXHIBITS.
  
              4.1   --    Aavid Thermal Technologies, Inc. 1995 Non-Employee
                          Director Stock Option Plan (incorporated herein by
                          reference to Exhibit 10.9 to the Company's Registration
                          Statement (No. 33-99232) on Form S-1).
  
              4.2   --    Form of option agreement.
  
              5     --    Opinion of Fulbright & Jaworski L.L.P.
  
              23.1  --    Consent of Coopers & Lybrand L.L.P.
  
              23.2  --    Consent of Fulbright & Jaworski L.L.P. (contained in
                          their opinion constituting Exhibit 5).
  
              24    --    Power of Attorney (included in signature page).
  
  
  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:
  
  
                                        II-3
  <PAGE>   24
              (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 dates 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 maximum 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 percent change in the maximum
                    aggregate offering price set forth in the "Calculation of 
                    Registration Fee" table in the effective 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 registration statement is on Form S-3,
                    Form S-8 or Form F-3, 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 Securities 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.
  
              (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.
  
              (h)   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
  
  
                                        II-4
  <PAGE>   25
                    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.
  
  
                                        II-5
  <PAGE>   26
                                     SIGNATURES
  
              Pursuant to the requirements of the Securities Act of 1933, as
  amended, the registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Concord, State of New Hampshire on December 16,
  1996.
  
  
                      Aavid Thermal Technologies, Inc.
  
  
                      By: /s/  Ronald F. Borelli
                          --------------------------------------------------------
                          Ronald F. Borelli, President and Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Ronald F. Borelli and Mark Brown as his
  true and lawful attorneys-in-fact and agents, each acting alone, 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, including post-effective amendments, and to file the
  same, with all exhibits thereto, and all 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 of 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, and hereby ratifies and confirms all that said
  attorneys-in-fact and agents, each acting alone, or their substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
              Pursuant to the requirements of the Securities Act of 1933, as
  amended, this registration statement has been signed below by the following
  persons in the capacities and on the dates indicated.
  
  Signature                           Title                          Date
  ---------                           -----                          ----
  
  /s/ Ronald F. Borelli      Chairman of the Board of           December 16, 1996
  ---------------------      Directors, President and Chief
  Ronald F. Borelli          Executive Officer (Principal
                             Executive Officer)
  
  
                                        II-6
  <PAGE>   27
  /s/ Alan F. Beane            Director                         December 16, 1996
  -------------------------    
  Alan F. Beane                
                               
  
  /s/ D. Max Henderson         Director                         December 16, 1996
  -------------------------
  D. Max Henderson
  
  
  
  /s/ David R. A. Steadman     Director                         December 16, 1996
  -------------------------
  David R. A. Steadman      
  
  
  /s/ Edward F. Glassmeyer     Director                         December 16, 1996
  -------------------------
  Edward F. Glassmeyer
  
  
  
  /s/ M. William Macey, Jr.    Director                         December 16, 1996
  -------------------------
  M. William Macey, Jr.
  
  
  
  /s/ Douglas L. Newhouse      Director                         December 16, 1996
  -------------------------
  Douglas L. Newhouse
  
  
  
  /s/ Bharatan R. Patel        Director                         December 16, 1996
  -------------------------
  Bharatan R. Patel
  
  
  
  /s/ William L. Selden        Director                         December 16, 1996
  -------------------------  
  William L. Selden
  
  
  
  /s/ Mark Brown               Vice President, Chief            December 16, 1996
  -------------------------    Financial Officer and   
  Mark Brown                   Treasurer (Principal    
                               Financial and Accounting
                               Officer)                
                               
  
                                        II-7
  <PAGE>   28
                                  INDEX TO EXHIBITS
  
  Exhibit
    No.      Description                                                 Page No.
  -------    -----------                                                 --------
  
     4.1     Aavid Thermal Technologies, Inc. 1995 Non-Employee
             Director Stock Option Plan (incorporated herein by
             reference to Exhibit 10.9 to the Company's
             Registration Statement (No. 33-99232) on Form S-1).
  
     4.2     Form of option agreement.
  
     5       Opinion of Fulbright & Jaworski L.L.P.
  
    23.1     Consent of Coopers & Lybrand L.L.P.
  
    23.2     Consent of Fulbright & Jaworski L.L.P.
             (contained in their opinion constituting Exhibit 5).
  
    24       Power of Attorney (included in signature page).
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "AAVID THERMAL TECHNOLOGIES, INC.", "secsgml_size_bytes": 82556}]
metadata_filer: {"company-data": {"conformed-name": "AAVID THERMAL TECHNOLOGIES INC", "cik": "0001003481", "assigned-sic": "3679", "irs-number": "020466826", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17931", "film-number": "96681191"}, "business-address": {"street1": "ONE KOOL PATH", "city": "LACONIA", "state": "NH", "zip": "03247", "phone": "6035283400"}, "mail-address": {"street1": "P O BOX 400", "city": "LACONIA", "state": "NH", "zip": "03247-0400"}}
text: 1
         As filed with the Securities and Exchange Commission on December 16, 1996
                                                                          
  
                                                Registration No. 333-
                                                                     ------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                          AAVID THERMAL TECHNOLOGIES, INC.
               (Exact name of registrant as specified in its charter)
  
           DELAWARE                                         02-0466826
      (State or other juris-                             (I.R.S. Employer
      diction of incorporation                             Identification
      or organization)                                        Number)
                                 ONE EAGLE SQUARE
                                CONCORD, NH 03301
                                  (603) 224-1117
  
  (Address, including zip code, and telephone number, including area code, of
  registrant's principal executive offices)
  
                          AAVID THERMAL TECHNOLOGIES, INC.
                    1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (full title of the plan)
  
                                RONALD F. BORELLI
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          AAVID THERMAL TECHNOLOGIES, INC.
                                 ONE EAGLE SQUARE
                                CONCORD, NH 03301
                                  (603) 224-1117
  
  (Name, address, including zip code, and telephone number, including area code,
  of agent for service)
  
              Copies of all communications, including all communications sent to
  the agent for service, should be sent to:
  
        JOHN W. MITCHELL, ESQ.                        PAUL JACOBS, ESQ.
        VICE PRESIDENT AND GENERAL COUNSEL            FULBRIGHT & JAWORSKI L.L.P.
        AAVID THERMAL TECHNOLOGIES, INC.              666 FIFTH AVENUE
        ONE EAGLE SQUARE                              NEW YORK, NEW YORK  10103
        CONCORD, NH 03301
  
                           CALCULATION OF REGISTRATION FEE
  Proposed maximum           Proposed maximum          Amount of
  Title of Securities to be           Amount to be              offering price per         aggregate offering        registration fee
  registered                          registered                share                      price
  -----------------------------------------------------------------------------------------------------------------------------------
  Common Stock $.01 par
  value per share...........          82,500 shares             $9.8125 (1)                $809,532                  $246          
  Common Stock $.01 par
  value per share...........          17,500 shares             $0.19   (2)                $  3,325                  $  1
                                     --------------                                       ---------                  ----
  Total Maximum Offering
  Price and Registration
  Fee.......................         100,000 shares                                        $812,857                  $247
  ===================================================================================================================================
  (1)      THE PRICE IS ESTIMATED IN ACCORDANCE WITH RULE 457(h)(1) UNDER THE
           SECURITIES ACT OF 1933, AS AMENDED, SOLELY FOR THE PURPOSE OF
           CALCULATING THE REGISTRATION FEE, BASED ON THE AVERAGE OF THE HIGH AND
           LOW PRICES OF THE COMMON STOCK AS REPORTED ON THE NASDAQ NATIONAL
           MARKET ON DECEMBER 12, 1996.
  
  (2)      REPRESENTS THE PRICE AT WHICH THE INDICATED OPTIONS MAY BE 
           EXERCISED UNDER THE 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN.
  2
   PROSPECTUS
  
                                   100,000 SHARES
  
                           AAVID THERMAL TECHNOLOGIES INC.
  
                                    COMMON STOCK
  
           This Prospectus relates to the offer and sale of up to 100,000 shares
  (the "Shares") of Common Stock, par value $.01 per share (the "Common Stock"),
  of Aavid Thermal Technologies, Inc. (the "Company"). The Shares are being
  offered by certain stockholders of the Company (the "Selling Stockholders") who
  purchased such Shares pursuant to the Company's 1995 Non-Employee Director Stock
  Option Plan (the "Plan"). The distribution of the Shares by the Selling
  Stockholders may be effected from time to time in one or more transactions for
  their own accounts (which may include block transactions) in the
  over-the-counter market (including the Nasdaq National Market), or on any
  exchange on which the Common Stock may then be listed, in negotiated
  transactions, through the writing of options on shares (whether such options are
  listed on an options exchange or otherwise), or a combination of such methods of
  sale, at fixed prices which may be changed, at market prices prevailing at the
  time of sale, at prices related to such prevailing market prices or at
  negotiated prices. The Selling Stockholders may effect such transactions by
  selling Shares to or through broker-dealers, and such broker-dealers may receive
  compensation in the form of discounts, concessions or commissions from the
  Selling Stockholders and/or the purchasers of Shares for whom such
  broker-dealers may act as agent or to whom they sell as principal, or both
  (which compensation as to a particular broker-dealer might be in excess of
  customary commissions). The Selling Stockholders may also sell such Shares
  pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended
  (the "Securities Act"), or may pledge Shares as collateral for margin accounts
  and such Shares could be resold pursuant to the terms of such accounts. The
  Selling Stockholders and any participating brokers and dealers may be deemed to
  be "underwriters" as defined in the Securities Act, and any concessions received
  by them and any profit on the resale of the Shares may be deemed to be
  underwriting discounts or commissions under the Securities Act. See "Selling
  Stockholders" and "Plan of Distribution."
  
           The Common Stock of the Company is traded on the Nasdaq Stock Market's
  National Market (the "Nasdaq National Market") under the symbol "AATT." The last
  sale price as reported on the Nasdaq National Market for the Common Stock on
  December 12, 1996 was $10.00 per share.
  
           None of the proceeds from the sale of the Shares by the Selling
  Stockholders will be received by the Company. The Company has agreed to bear all
  expenses in connection with the registration of the Shares being offered by the
  Selling Stockholders. See "Plan of Distribution." 
  
           SEE "RISK FACTORS" COMMENCING ON PAGE 6 FOR A DISCUSSION OF CERTAIN
  FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK
  OFFERED HEREBY.
  
            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
        SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
       NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
         COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
              ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  
                    THE DATE OF THIS PROSPECTUS IS DECEMBER 16, 1996
  
                                         -1-
  3
  
                                AVAILABLE INFORMATION
  
          The Company is subject to the informational requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
  accordance therewith, files periodic reports, proxy statements and other
  information with the Securities and Exchange Commission (the "Commission").
  Such reports, proxy statements and other information filed with the Commission
  may be inspected and copied at the Public Reference Section of the Commission
  at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices
  of the Commission located at 500 West Madison Street, Chicago, Illinois 60661,
  and Seven World Trade Center, New York, New York 10048. Copies of such material
  can be obtained from the Public Reference Section of the Commission at
  prescribed rates by writing to the Commission at 450 Fifth Street, N.W.,
  Washington, D.C. 20549.  Copies of such information may also be inspected at
  the reading room of the National Association of Securities Dealers, Inc., 1735
  K Street, N.W., Washington, D.C. 20006.The Commission maintains a World Wide
  Web site on the Internet at http://www.sec.gov that contains reports, proxy and
  information statements and other information regarding registrants that file
  electronically with the Commission.
  
           This Prospectus constitutes a part of a Registration Statement on Form
  S-8 (herein, together with all amendments and exhibits, referred to as the
  "Registration Statement") filed by the Company with the Commission under the
  Securities Act. This Prospectus does not contain all of the information set
  forth in the Registration Statement, certain parts of which are omitted in
  accordance with the rules and regulations of the Commission. For further
  information with respect to the Company and the Common Stock, reference is
  hereby made to the Registration Statement. Statements contained herein
  concerning the provisions of any document are not necessarily complete, and in
  each instance reference is made to the copy of such document filed as an exhibit
  to the Registration Statement or otherwise filed with the Commission. Each such
  statement is qualified in its entirety by such reference.  Copies of the
  Registration Statement together with exhibits may be inspected at the offices
  of the Commission as indicated above without charge and copies thereof may be
  obtained therefrom upon payment of a prescribed fee.
  
           Private Securities Litigation Reform Act Safe Harbor Statement. This
  Prospectus (including the documents incorporated by reference herein) contains
  certain forward-looking statements (as such term is defined in the Private
  Securities Litigation Reform Act of 1995) and information relating to the
  Company that are based on the beliefs of the management of the Company, as well
  as assumptions made by and information currently available to the management of
  the Company.  When used in this Prospectus, the words "estimate," "project,"
  "believe," "anticipate," "intend," "expect," and similar expressions are
  intended to identify forward-looking statements.  Such statements reflect the
  current views of the Company with respect to future events and are subject to
  risks and uncertainties that could cause actual results to differ materially
  from those contemplated in such forward-looking statements.  For a discussion
  of such risks, see "Risk Factors."  Readers are cautioned not to place undue
  reliance on these forward-looking statements, which speak only as of the date
  hereof.  The Company does not undertake any obligation to publicly release any
  revisions to these forward-looking statements to reflect events or
  circumstances after the date hereof or to reflect the occurrence of
  unanticipated events.
  
                         DOCUMENTS INCORPORATED BY REFERENCE
  
           The following documents filed by Aavid Thermal Technologies, Inc. (the
  "Company") with the Commission (File No. 0-27308) are incorporated herein by
  reference:
  
                    (i)      The Company's Annual Report on Form 10-K for the year
                             ended December 31, 1995, as amended.
  
                                         -2-
  4
                    (ii)     The Company's Quarterly Report on Form 10-Q for the
                             quarter ended March 30, 1996.
  
                    (iii)    The Company's Quarterly Report on Form 10-Q for the
                             quarter ended June 29, 1996.
  
                    (iv)     The Company's Quarterly Report on Form 10-Q for the
                             quarter ended September 28, 1996
  
                    (v)      The Company's Current Report on Form 8-K dated May
                             16, 1996, as amended.
  
                    (vi)     The Company's Current Report on Form 8-K dated August
                             29, 1996.
  
                    (vii)    The Company's Form 8-A dated January 25, 1996.
  
           In addition to the foregoing, all documents subsequently filed by the
  Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
  subsequent to the date of this Prospectus and prior to the termination of the
  offering shall be deemed to be incorporated by reference in the Registration
  Statement and to be part hereof from the date of filing of such documents or
  Reports. Any statement contained in a document incorporated by reference in the
  Registration Statement, unless otherwise indicated therein, speaks as of the
  date of the document. Any statement contained in a document incorporated by
  reference shall be deemed to be modified or superseded for purposes of the
  Registration Statement to the extent that a statement contained herein or in any
  subsequently filed document that is also 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 the Registration Statement.  The information contained in this Prospectus
  relating to the Company should be read together with the information contained
  in the documents incorporated herein by reference.
           
           The Company will provide without charge to each person to whom a copy
  of this Prospectus is delivered, upon the written or oral request of any such
  person, a copy of any or all the documents incorporated herein by reference
  (other than exhibits to such documents). Requests for such copies should be
  directed to: Aavid Thermal Technologies, Inc., One Eagle Square, Suite 509, 
  Concord, NH 03301, Attention: Company Secretary, telephone number: 
  (603) 224-1117.
  
                                         -3-
  5
                                 PROSPECTUS SUMMARY
  
           The following summary is qualified in its entirety by the more detailed
  information, including "Risk Factors," appearing elsewhere or incorporated by
  reference in this Prospectus.
  
                                     THE COMPANY
  
           Aavid Thermal Technologies, Inc. ("Aavid" or the "Company") is a
  leading provider of thermal management products that dissipate unwanted heat in
  electronic and electrical components and systems. The Company's thermal
  management products, which include aluminum and copper heat sinks, heat sink/fan
  combinations, heat pipes, liquid cooled cold plates, attachment accessories,
  compliant interface materials and conductive adhesives, operate by conducting,
  convecting and radiating away unwanted heat. Substantial engineering is involved
  in designing the product to maximize heat dissipation and minimize customers'
  assembly costs. The Company believes it has the broadest range of products in
  the thermal management industry.
  
           Increases in silicon and system integration, higher processing speeds
  and frequencies, smaller form factors, more sophisticated power requirements and
  other advances in chip technology are creating increasing heat dissipation
  problems in electronic and electrical components and systems. The Company
  utilizes a broad array of technologies, design and application engineering
  services and software tools to develop product solutions that address customers'
  thermal management problems. The Company seeks to work closely with its
  customers' engineering personnel to achieve "design-in" of the Company's
  products and to focus its research and development efforts.
  
           Aavid's strategy is to expand its technological capabilities,
  capitalize on its manufacturing strengths, work closely with its customers and
  expand its international presence in order to strengthen its position as a
  leading provider of thermal management solutions. Aavid's highly diversified
  customer base includes OEMs, distributors and contract manufacturers serving
  major industry segments, including the computer, semiconductor,
  telecommunications, transportation and power conversion industries. The Company
  conducted business in 1995 with over 2,000 customers. The Company's customers
  include Allen-Bradley, AT&T, Chrysler, General Electric, Hewlett-Packard, IBM,
  Intel, Motorola, Packard Bell and StorageTek.
  
          The Company, through its wholly-owned subsidiary, Fluent Inc.
  ("Fluent"), is a leading developer and marketer of computational fluid dynamics
  ("CFD") software which enables sophisticated simulation and analysis of air and
  other fluid flows, heat and mass transfer, chemical reaction and related
  phenomena. In May 1996, Fluent acquired Fluid Dynamics, Inc. ("FDI"), a leading
  computational fluid dynamics company. Fluent's software and problem-solving
  support services are used by its customers' advanced product and process
  engineering groups for detailed product development, design optimization and
  trouble shooting. By providing detailed information and the ability to model
  and simulate, Fluent's software can significantly reduce its customers'
  engineering costs and time to market, while improving the final product design.
  Fluent's software is used in a broad range of applications, including design of
  automobiles, electronic systems, aerospace components and combustion systems,
  as well as process plant engineering. Fluent enhances the Company's ability to
  develop high-end application engineering solutions and sophisticated design
  tools for thermal
  
                                         -4-
  6
  management customers. The Company intends to leverage Fluent's international
  presence to accelerate Aavid's penetration into international markets.
  
           The Company was incorporated in Delaware in October 1993. Aavid
  Engineering, Inc. ("Aavid Engineering"), the Company's predecessor which was
  acquired by the Company in October 1993, was incorporated in New Hampshire in
  February 1964. As used in this Prospectus, references to "Aavid" and the
  "Company" include Aavid Thermal Technologies, Inc. and its subsidiaries,
  including Aavid Engineering, Fluent and Fluent's subsidiary FDI. Aavid
  Engineering does business under the name "Aavid Thermal Technologies." The
  Company's principal executive offices are located at One Eagle Square, Suite
  509, Concord, New Hampshire 03301 and its telephone number is (603) 224-1117. 
  The Aavid World Wide Web address is http://www.aavid.com.
  
                                 RECENT DEVELOPMENT
  
          Effective October 15, 1996, Ronald F. Borelli, a director of the
  Company, became Aavid's President, Chief Executive Officer and Chairman of the
  Board of Directors. Mr. Borelli succeeded Alan Beane, who had been Aavid's
  President and Chief Executive Officer and a principal stockholder since 1985 
  and David Steadman, Aavid's Chairman. Messrs. Beane and Steadman will 
  continue as members of the Board.
  
                                        -5-
  7
                                    RISK FACTORS
  
           An investment in the shares of Common Stock offered hereby involves a
  high degree of risk. Prospective investors should carefully consider the
  following risk factors, in addition to other information contained in this
  Prospectus, in evaluating an investment in the shares of Common Stock offered
  hereby. This Prospectus contains, in addition to historical information,
  forward-looking statements that involve risks and uncertainties. The Company's
  actual results could differ materially. Factors that could cause or contribute
  to such difference include, but are not limited to, those discussed below, as
  well as those discussed elsewhere in this Prospectus.
  
  Potential Fluctuations in Operating Results. The Company's quarterly and annual
  operating results are affected by a wide variety of factors, many of which are
  outside the Company's control, that have in the past and could in the future
  materially and adversely affect net sales, gross margins and profitability.
  These factors include the volume and timing of orders received, competitive
  pricing pressures, availability and cost of raw materials, changes in the mix of
  products sold, potential cancellation or rescheduling of orders, changes in the
  level of customer inventories of the Company's products, the timing of new
  product and manufacturing process technology introductions by the Company or its
  competitors, availability of manufacturing capacity and market acceptance of new
  or enhanced products introduced by the Company. Additionally, the Company's
  growth and results of operations have in the past been, and would in the future
  be, adversely affected by downturns in the semiconductor or electronics
  industries. The Company is limited in its ability to reduce costs quickly in
  response to revenue shortfalls, and this limitation will be exacerbated to the
  extent the Company adds additional manufacturing capacity. The need for
  continued investment in research and development could also limit the Company's
  ability to reduce expenses quickly. As a result of these factors, the Company
  expects its operating results to continue to fluctuate. Results of operations in
  any one quarter should not be considered indicative of results to be expected
  for any future period, and fluctuations in operating results may also cause
  fluctuations in the market price for the Common Stock. While the Company targets
  certain high growth segments of the thermal management market, the overall
  market for thermal management products is growing at a relatively modest rate.
  There can be no assurance that the overall thermal management market, the
  segments of the market served by the Company or the Company will continue to
  grow in the future. Historically, sales have been negatively affected in the
  third quarter of each year due to lower customer demand during the summer months
  as well as lower production levels due primarily to employee vacations. The
  Company anticipates the seasonality of its business will be exacerbated by its
  acquisition of Fluent, which historically has had substantially lower revenues
  in the second and third calendar quarters than in the first and fourth calendar
  quarters due to the summer slowdown in Europe and the budgeting and purchasing
  patterns of its customers. See "-Dependence on Emerging Digital Market,"
  "-Dependence on Electronics Industry; Cyclicality of Semiconductor Industry,"
  "-Risks Associated with Manufacturing Capacity and Fixed Costs" and "-Rapid
  Technological Change."
  
  Dependence on Emerging Digital Market. A significant portion of the recent
  growth in the Company's net sales has been, and is expected to continue to be,
  dependent upon sales of thermal management products for digital electronics
  applications within the Company's markets, consisting primarily of
  microprocessors and related chip sets. The Company's sales for digital
  electronics applications accounted for approximately 11%, 14%, 18%, 20% and 20%
  of net sales in 1992, 1993, 1994, 1995 and the first nine months of 1996,
  respectively. The market for thermal management
  
                                         -6-
  8
  products for commercial digital electronics applications has only recently
  emerged and is characterized by more rapid and uncertain technological change,
  shorter product lifecycles, greater pricing pressure and increasing foreign and
  domestic competition as compared to the market for power electronics
  applications. Beginning in the fourth quarter of 1995 and continuing in the
  first six months of 1996, the Company has experienced decreased demand for
  products for digital electronics applications, which the Company believes
  resulted from a downturn in the semiconductor industry as reflected in decade
  lows in industry book-to-bill ratios. The Company has had limited experience in
  developing thermal management products for digital electronics applications, and
  there can be no assurance that the Company will be able to adapt to the rapidly
  changing conditions in this market. There also can be no assurance that the
  demand for thermal management products for digital electronics applications
  within the Company's markets will continue to grow.
  
           A competitor of the Company has commenced a legal action against the
  Company alleging that the Company's method of manufacturing substantially all
  the Company's products for digital electronics applications infringes this
  competitor's patent. While the Company believes, based on the advice of its
  patent counsel, that it has meritorious defenses to this action, there can be no
  assurance the Company will prevail. In the event that this competitor were to
  prevail, the Company would be materially adversely affected. See "-Pending
  Patent Litigation."
  
  Dependence on Electronics Industry; Cyclicality of Semiconductor Industry. The
  Company's business is highly dependent on the demand for semiconductor devices
  utilized by the electronics industry. The growth of the Company's business will
  depend primarily on increased demand for semiconductor devices and products that
  require thermal solutions. The semiconductor industry has historically been
  cyclical and subject to significant economic downturns characterized by
  diminished product demand and eroding average selling prices. A decrease in
  demand for semiconductor products would reduce demand for the Company's products
  and have an adverse impact on the Company's results of operations. Further,
  semiconductor manufacturers and their customers, in developing and designing new
  products, typically seek to eliminate or minimize thermal problems, and such
  efforts could have the effect of reducing or eliminating demand for certain of
  the Company's products. Additionally, the Company believes that many of its OEM
  customers compete in intensely competitive markets characterized by declining
  prices and low margins. These OEMs pressure their component suppliers, including
  the Company, to lower prices regardless of the proprietary content and cost of
  the suppliers' products. There can be no assurance that demand for
  semiconductors will increase in the future. The Company believes, based on 
  publicly available market data, that semiconductor growth in 1996 will be lower
  than in 1995. There can be no assurance that the Company will not be adversely 
  affected by cyclical conditions in the semiconductor and electronics 
  industries. See "-Rapid Technological Change."
  
  Limited Sources of Supply. The Company purchases its raw aluminum logs,
  aluminum extrusion and aluminum coil stock and various components from a
  limited number of outside sources. The Company purchases substantially all of 
  its aluminum logs from a single supplier and substantially all of its aluminum 
  coil from another single supplier.
  
                                         -7-
  9
  
          On September 16, 1996, the Company acquired an aluminum extrusion
  business located in Franklin, New Hampshire to minimize the risk of an
  interruption in aluminum extrusion supply. The Company expects that the
  aluminum extrusion business will supply more than 50% of its raw extrusion
  needs. This acquisition, will subject the Company to all of the risks   
  associated with the ownership and operation of an aluminum extrusion business.
  If the available supply of aluminum declines, or if one or more of the current
  suppliers is unable for any reason to meet the Company's requirements, is
  acquired by a competitor or determines to compete with Aavid, the Company could
  experience cost increases, a deterioration of service from its suppliers, or
  interruptions, delays or a reduction in raw material supply that may cause the
  Company to fail to meet delivery schedules to customers. Although the Company
  believes that viable alternate suppliers exist for the aluminum coil stock and
  components, any unanticipated interruption of supply would have a short-term
  material adverse effect on the Company. Also, because most suppliers of
  aluminum extrusion cannot currently meet the product tolerances and design
  limits required by the Company, any unanticipated interruption of supply of
  aluminum extrusion would have a material adverse effect until the Company could
  obtain another supplier which could meet the product tolerances and design
  limits required by the Company or the Company itself began to produce aluminum
  extrusion or source an alternative materials technology. 
  
  Impact of Changing Aluminum Prices. The Company's results of operations in 1995
  and the second half of 1994 were adversely impacted by increases in the price of
  aluminum. The principal raw material used in the Company's products is aluminum,
  and aluminum represents a significant component of the Company's cost of goods
  sold. Market prices for raw aluminum have historically been cyclical and highly
  volatile and are influenced by numerous factors beyond the control of the
  Company. After remaining generally flat during 1992 and 1993, aluminum prices in
  the spot market for ingot increased dramatically in 1994 from $0.54/lb. on
  January 3, 1994 to $0.945/lb. on December 30, 1994, peaking at $1.035/lb. on
  January 24, 1995 and gradually decreasing to $0.79/lb. at December 31, 1995. On
  December 3, 1996, the price for aluminum in the spot market for ingot was
  $0.72/lb. The Company's ability to pass price increases along to its customers 
  is limited by competitive pressures, customer resistance and price adjustment
  limitations in the Company's product purchase contracts with its customers. Even
  if the Company is able to pass along all or a portion of raw material price
  increases, of which there can be no assurance, there is typically a lag of three
  to twelve months between the actual cost increase of raw material and the
  corresponding increase in the prices of the Company's products. There can be no
  assurance that the Company in the future will be able to recover increased
  aluminum costs through higher prices to its customers. As the effective purchase
  price for the Company's aluminum and other raw materials changes, competitive
  conditions will influence the amount of the change, if any, in the Company's
  prices to its customers. Fluctuating aluminum prices have a significant effect
  on the Company's gross margin and could have a material adverse effect upon the
  Company's results of operations and business, as occurred in 1995 and the second
  half of 1994. See "-Potential Fluctuations in Operating Results."
  
                                         -8-
  10
  Management of Growth. The Company has recently experienced substantial growth
  and has significantly expanded its operations through manufacturing capacity
  additions, acquisitions and geographic expansion, including the acquisition of
  an extrusion business, Fluent and FDI, and the formation, in August 1996, of a
  joint venture in Taiwan with Birchtek Inc., in which the Company owns a 51%
  interest, for the development, manufacture and sale of thermal management
  products in Taiwan. As part of its strategy, the Company intends to increase its
  manufacturing capacity overseas, expand the products and services it offers and
  make selective acquisitions. This growth and expansion has placed, and will
  continue to place, a significant strain on the Company's management, production,
  technical, financial and other resources. To manage growth effectively, the
  Company must maintain a high level of manufacturing quality and efficiency, and
  must continue to enhance its operational, financial and management systems and
  expand, train and manage its employee base. There can be no assurance that the
  Company will be able to effectively manage this expansion, and any failure to do
  so could have a material adverse effect on the Company's operating results and
  financial condition. See "-Risks Associated with Manufacturing Capacity and
  Fixed Costs" and "-Dependence on Key Personnel."
  
           The Company is in the process of implementing new and upgraded
  operating and financial systems, procedures and controls, including improvements
  to its accounting and other internal management systems. There can be no
  assurance that such efforts can be accomplished successfully. Moreover, there
  can be no assurance that those systems, procedures and controls will, when
  implemented, be adequate to support the Company's operations. Any failure to
  expand these areas in a timely manner could have a material adverse effect on
  the Company's business, operating results and financial condition.
  
           In February 1995, the Company installed a newly released software
  system designed for "made-to-order manufacturing." Upon installation, the system
  was unable to handle Aavid's transaction load, and the Company encountered
  numerous "bugs" and deficiencies in the functioning of the software. These
  problems resulted in substantial difficulties in managing production and
  substantial delays in manufacturing and shipping products, which had a material
  adverse effect on the Company's results of operations in the first quarter of
  1995 and, to a lesser extent, the second and third quarters of 1995. While the
  system is currently operating adequately, there can be no assurance that this
  problem will not recur or that other problems will not arise. The Company is
  beginning the installation of this system in its other manufacturing facilities,
  and there can be no assurance that the Company will not encounter similar
  problems at these other facilities.
  
  Risks Associated with Fluent and FDI Acquisitions. In August 1995, the Company
  acquired Fluent, which provides computerized design and simulation software used
  to predict air and other fluid flows, heat and mass transfer, chemical reaction
  and related phenomena. In May 1996, Fluent acquired FDI. The Company has never
  managed a software company or engaged in the development of software products
  for sale to third parties. The future success of Fluent will depend on the
  Company's ability to retain Fluent's management team and continue to attract
  qualified software engineers. Although the Company believes Fluent is a leader
  in the market for general purpose computational fluid dynamics software tools
  used for modeling fluid flow, heat and mass transfer, and chemical reactions,
  Fluent has very little presence in Aavid's market, thermal management of
  electronics, and there can be no assurance that Fluent can successfully
  penetrate this market. Because of the inherent differences between the
  businesses of Aavid and Fluent, there can be no
  
                                         -9-
  11
  assurance that the Company and its stockholders will ultimately realize any
  benefit from the acquisition of Fluent and FDI. See "-Dependence on Key
  Personnel" and "-Dependence Upon Intellectual Property."
  
  Risks Associated with Manufacturing Capacity and Fixed Costs. During parts of
  1994 and 1995, the Company's manufacturing facilities and workforce operated at
  capacity, despite an increase in manufacturing capacity in 1994 and 1995.
  Capacity constraints during 1995 were exacerbated by the problems resulting from
  the installation of the new software system in February 1995, which adversely
  impacted Aavid's production planning and control capability. As a result of
  capacity additions which came on line in 1995 and 1996 and the improvement in
  the performance of the Company's new software system, the Company is not
  currently operating under a physical capacity constraint. Capacity constraints
  generally result in longer lead times to customers, thus risking loss of
  business to competitors because customers value short lead times. A recurrence
  of capacity constraints could adversely affect the Company in the future. The
  Company's constantly changing mix of products makes it difficult to manage
  production efficiently. Any failure by the Company to adequately forecast, plan
  for or manage efficiently its production could adversely affect the Company's
  sales and operating results. The Company's ability to add manufacturing capacity
  depends, in part, on the availability of a qualified pool of employees.
  
           The Company has added approximately 168,000 square feet of
  manufacturing capacity since January 1, 1994. In addition, the Company intends
  to add manufacturing capacity in Canada, Europe and the Far East, initially, in
  the case of the Far East, through its Taiwan joint venture. The Company's
  recent capacity additions have resulted, and the planned capacity additions
  will result, in a significant increase in fixed and operating expenses. If
  sales levels do not increase sufficiently to absorb these additional expenses,
  or if demand for the Company's products declines, the Company's operating
  results would be adversely affected in future periods in light of the fixed
  costs needed to own or lease and operate its manufacturing facilities.
  
           A substantial majority of the Company's net sales are generated through
  its manufacturing operations in Laconia, New Hampshire. If the Company were
  unable to use all or a substantial portion of its Laconia facility for any
  reason, the Company's operations would be materially adversely affected until
  the Company was able to obtain substitute production capability.
  
  Rapid Technological Change. The markets for the Company's products are
  characterized by rapidly changing technology, frequent new product introductions
  and enhancements, and rapid product obsolescence. The Company's future success
  will be highly dependent upon its ability to continually develop new, and
  enhance existing, products, materials, manufacturing processes and services in
  order to keep pace with the technological advancements of its customers and
  their corresponding increasingly complex thermal management needs. There can be
  no assurance that the Company will be able to identify new product trends or
  opportunities, develop and bring to market new products, respond effectively to
  new technological changes or product announcements by others, develop or obtain
  access to advanced materials, or that its products will receive commercial
  acceptance. In addition, there can be no assurance that products or technologies
  developed by others, including the Company's customers, will not render the
  Company's products or technologies noncompetitive or obsolete.
  
                                        -10-
  12
  Competition. The markets for thermal management products and CFD software are
  highly competitive. Certain of the companies with which the Company competes,
  including divisions or subsidiaries of large companies and its customers, have
  substantially greater technical, financial, research and development and
  marketing resources than the Company. The ability of the Company to compete
  successfully depends upon a number of factors, including price, customer
  acceptance of the Company's products, cost effective high-volume manufacturing,
  proximity to customers, lead times, ease of installation of its products, new
  product and manufacturing process technology introductions by the Company and
  its competitors, access to new technologies and general market and economic
  conditions. Fluent competes primarily on the basis of product performance. There
  can be no assurance that the Company will be able to compete successfully in the
  future against existing or potential competitors or that the Company's operating
  results will not be adversely affected by increased price competition. In
  addition, there can be no assurance that the Company's customers for thermal
  management products will not manufacture such products internally rather than
  purchase them from the Company.
  
  Future Capital Needs. In order to remain competitive, the Company must continue 
  to make significant expenditures for expansion of its operations, including
  expenditures for capital equipment and new manufacturing facilities in Canada
  and overseas, and for research and development. In addition, the Company's      
  growth since 1993 has required, and any future growth will require, significant
  amounts of working capital. The Company believes that the proceeds from its
  initial public offering, together with existing cash balances, cash flow from
  operations and existing credit facilities, will be adequate to fund its
  anticipated capital expenditures and working capital needs through at least
  1997. However, after that time, the Company may require additional equity or
  debt financing to meet its working capital requirements. There can be no
  assurance that additional capital will not be required sooner or, if required,
  that it will be available on a timely basis or on terms satisfactory to the
  Company. The inability of the Company to obtain adequate additional financing
  on reasonable terms when needed would have a material adverse effect on the
  Company's business, financial condition and results of operations. If
  additional funds are raised through the issuance of equity securities, the
  percentage ownership of then current stockholders of the Company would be
  reduced. Further, such equity securities may have rights, preferences or
  privileges senior to those of the Company's Common Stock. At September 28,
  1996, the Company had an accumulated deficit of  $2.625 million.
  
  Dependence Upon Intellectual Property. The Company believes that the success of
  its business, particularly the business of its Fluent subsidiary, will depend in
  part upon its intellectual property, including patents, copyrights, trade
  secrets, know-how and continuing technology innovation. The Company owns patents
  and copyrights and seeks patents and copyrights when appropriate on inventions
  concerning new products and improvements as part of its ongoing research,
  development and manufacturing efforts. There can be no assurance that any steps
  taken by the Company to protect its intellectual property will be adequate to
  prevent misappropriation, that any patents or copyrights issued to the Company
  will not be invalidated, circumvented or challenged or that the rights granted
  thereunder will provide a competitive advantage. In addition, the laws of
  certain countries in which the Company's products are, or may be, developed,
  manufactured or sold, including countries located in Asia, Europe and Latin
  America, may not provide the Company's products and intellectual property rights
  with the same degree of protection as the laws of the United States.
  Furthermore, there can be no assurance that others will not independently
  develop technologies that are similar or superior to the Company's technology
  and obtain patents or
  
                                        -11-
  13
  copyrights thereon. In such event, the Company may not be able to license such
  technologies on reasonable terms, or at all. Although the Company believes that
  its products and technology do not infringe upon proprietary rights of others,
  there can be no assurance that third parties will not assert infringement claims
  in the future. Moreover, litigation may be necessary in the future to enforce
  the Company's patents, copyrights and other intellectual property rights, to
  protect the Company's trade secrets, to determine the validity and scope of the
  proprietary rights of others, or to defend against claims of infringement or
  invalidity. Such litigation could result in substantial costs and diversion of
  resources and could have a material adverse effect on the Company's financial
  condition and results of operations.
  
  Pending Patent Litigation. In August 1992, Thermalloy Inc. ("Thermalloy"), one
  of the Company's competitors, commenced a legal action against the Company
  alleging infringement of a Thermalloy patent covering a method of manufacturing
  heat sinks by gang sawing. Heat sinks made using methods of manufacturing
  alleged by Thermalloy to infringe its patent are primarily sold for digital
  electronic applications, principally microprocessors and related chipsets, and
  constitute substantially all of the Company's digital product line. The Company
  filed an answer claiming that (i) its methods of manufacturing pin grid array
  heat sinks did not infringe the patent and (ii) the patent is invalid and
  unenforceable, among other things, because of the existence of prior art. The
  Company filed a counterclaim alleging that Thermalloy violated the United 
  States antitrust laws by attempting to enforce a patent which it knows to be
  invalid. In April 1993, while the case was pending, Thermalloy petitioned the
  United States Patent and Trademark Office (the "Patent Office") to reexamine the
  claims of the patent in light of certain prior art disclosed to Thermalloy by
  Aavid in the litigation. In the reexamination, Thermalloy sought and obtained
  new and amended patent claims that attempted to distinguish the published prior
  art identified by the Company and presented to the Patent Office by Thermalloy.
  The Company believes that the reexamined claims are invalid because the patent
  law prohibits the broadening of patent claims on reexamination, and in May 1995
  the Company filed a motion for summary judgment on this issue. On March 15,
  1996, the United States District Court for the District of New Hampshire granted
  the Company's motion for summary judgment and found the patent invalid.
  Thermalloy has filed an appeal. While the Company believes, based on the advice
  of its patent counsel, that it will prevail on the appeal taken by Thermalloy,
  there can be no assurance that the Company will ultimately prevail in this
  matter. In the event that Thermalloy were to prevail in such action, Aavid would
  be required to cease using the affected technology and/or pay damages and
  license fees to Thermalloy, which would have a material adverse effect on the
  Company. In the event that Thermalloy were to prevail and Aavid was unable to
  obtain a license from Thermalloy or employ a non-infringing method of
  manufacturing these products, the Company's ability to compete in the digital
  electronics market would be materially adversely affected. Sales of heat sink
  products where gang sawing was used to create fins or pins in 1994 and 1995 were
  $8.7 million and $18.2 million, respectively. The District Court has also
  dismissed the Company's antitrust counterclaim against Thermalloy. See
  "-Dependence on Emerging Digital Market."
  
                                        -12-
  14
  
  Dependence on Key Personnel. The Company believes that its future success will
  depend to a significant extent upon its senior management, many of whom would be
  difficult to replace. The loss of the services of any key personnel, including
  Ronald F. Borelli, the Company's Chairman of the Board, President and Chief
  Executive Officer, D. Max Henderson, Aavid Engineering's President and Chief 
  Operating Officer, and Bharatan R. Patel, Fluent's President and Chief 
  Executive Officer, could have a material adverse effect upon the Company. The 
  Company's future success will also depend upon its ability to attract and 
  retain qualified management, technical and manufacturing employees, including 
  software engineers, to support its future growth. Competition for such 
  personnel is intense, and there can be no assurance that the Company will be 
  successful in attracting or retaining such personnel. The failure to attract 
  and/or retain such persons could materially adversely affect the Company's 
  business, results of operations and financial condition. See "-Management of 
  Growth."
  
  Transaction with Affiliate; Potential Conflict of Interest. Mr. Alan F. Beane,
  a director of the Company, is the chairman and, together with one of his
  brothers, 90% owner of Materials Innovation, Inc. ("MII"), a company founded in
  1985 and principally engaged in the invention, development and
  commercialization of novel coatings and thin films, new engineered materials
  and related net shape part manufacturing technologies. The Company and MII are
  parties to an agreement pursuant to which the Company licenses certain patents
  from MII. In addition, MII has conducted research and development for the
  Company in advanced materials and related net shape part manufacturing
  technologies. In 1993, 1994, 1995 and the first nine months of 1996, royalty    
  payments and expense reimbursements by the Company to MII totalled $0, $42,000,
  $37,000 and $13,000, respectively, and sales of MII products and development
  services to the Company were $270,000, $120,000, $398,000 and $0, respectively.
  
           Under the terms of Mr. Beane's non-competition agreement with the 
  Company, Mr. Beane is prohibited from competing against the Company. The 
  relationship of MII to the Company is regulated by the terms of an agreement    
  between MII, its principals and Aavid, which prohibits MII from competing with
  the Company in the markets for heat sinks and other products whose principal
  purpose is to dissipate heat from electronic devices. MII is pursuing the
  development of certain products and advanced materials which, if successfully
  developed, would have application to the Company's business. However, MII is
  not obligated to license such technology to Aavid, and there can be no
  assurance that Aavid will benefit from the relationship with MII or will be
  able to license any intellectual property from MII, if desirable, on acceptable
  terms or at all. There can be no assurance that a conflict of interest will not
  develop between Aavid and MII or that Mr. Beane's association with MII will not
  materially interfere with his responsibilities to the Company.
  
                                        -13-
  15
  Foreign Operations. The Company believes that it will need to acquire additional
  manufacturing facilities overseas to adequately service its customers, many of
  which have moved manufacturing operations and expanded their business overseas.
  This trend may have an adverse impact on the Company's sales of domestically
  manufactured products. As a result, a key element of the Company's business
  strategy is to expand internationally, particularly in the market for digital
  electronics applications. The Company's international sales (excluding Canada
  and Mexico) in 1993, 1994, 1995 and the first nine months of 1996 were $3.3
  million, $7.0 million, $14.9 million and $14.4 million, respectively, and
  Fluent's international sales for its fiscal years ended March 31, 1994 and 1995
  and for the period from January 1, 1995 to August 24, 1995 (the date of the
  acquisition of Fluent) were $4.5 million, $6.3 million and $4.2 million,
  respectively. In August 1996, the Company formed a joint venture in Taiwan for
  the development, manufacture and sale of thermal management products in Taiwan.
  The Company has had only limited experience to date operating outside the United
  States. There can be no assurance that the Company's expansion of its foreign
  operations will be successful. Foreign operations are subject to a number of
  risks, including work stoppages, transportation delays and interruptions,
  political instability, foreign currency fluctuations, economic disruptions,
  expropriation, nationalization, misappropriation of intellectual property, the
  imposition of tariffs and import and export controls, changes in governmental
  policies (including U.S. policy toward these countries) and other factors which
  could have an adverse effect on the Company's business. In addition, the Company
  may be subject to risks associated with the availability of, and time required
  for, the transportation of products to and from foreign countries. The
  occurrence of any of these factors may delay or prevent the delivery of goods
  ordered by customers, and such delay or inability to meet customers'
  requirements would have a material adverse effect on the Company's results of
  operations and could have an adverse effect on the Company's relationships with
  its customers. Furthermore, the occurrence of certain of these factors in
  countries in which Aavid owns or operates manufacturing facilities could result
  in the impairment or loss of the Company's investment in such countries.
  
  Dependence on Independent Distributors. During 1993, 1994, 1995 and the first
  nine months of 1996, sales to independent distributors accounted for
  approximately 14%, 13%, 15% and 13% of net sales, respectively. The largest
  single distributor accounted for less than 3% of net sales in each of those
  periods. Several of these distributors have a limited right to return unsold
  products to the Company, and there can be no assurance that such returns will
  not have a material adverse effect on the Company. These independent
  distributors generally are not subject to any minimum purchase requirements and
  can discontinue marketing the Company's products at any time upon proper notice.
  Accordingly, the Company must compete for the focus and sales efforts of its
  distributors. There can be no assurance that the Company's distributors will
  continue to distribute the Company's products or do so successfully. Although
  the Company believes that other channels of distribution would be available if
  the Company were to lose the services of one or more of its independent
  distributors, there can be no assurance that such loss would not have an adverse
  effect on its results of operations.
  
                                        -14-
  16
  Environmental Regulations. The Company is subject to a variety of federal, state
  and local environmental laws relating to the storage, discharge, handling,
  emission, generation, manufacture, use and disposal of chemicals, solid and
  hazardous waste and other toxic and hazardous materials used to manufacture the
  Company's products. The Company believes that it has been operating its
  facilities in substantial compliance in all material respects with existing laws
  and regulations. Nevertheless, the failure to comply with current or future
  regulations could result in substantial fines being imposed on the Company,
  suspension of production, alteration of its manufacturing or cessation of
  operations. Such regulations could require the Company to acquire expensive
  remediation equipment or to incur substantial expenses to comply with
  regulations. The Company cannot predict the nature, scope or effect of
  legislation or regulatory requirements that could be imposed or how existing or
  future laws or regulations will be administered or interpreted with respect to
  products or activities to which they have not previously applied. Compliance
  with more stringent laws or regulations, as well as more vigorous enforcement
  policies of regulatory agencies, could require substantial expenditures by the
  Company and could adversely affect the results of operations of the Company.
  
  Control by Certain Principal Stockholders; Effect of Certain Anti-Takeover
  Provisions. The Company's executive officers and directors and their affiliated
  entities as a group beneficially own approximately 54% of the outstanding Common
  Stock. As a result, Aavid's executive officers and directors as a group will
  have a significant influence over, and may in fact control, the outcome of all
  matters submitted to a vote of the Company's stockholders, including the
  election of directors and significant corporate transactions. The shares
  beneficially owned by the Company's executive officers, directors and
  affiliates, combined with the ability of the Board of Directors to issue shares
  of preferred stock without further vote or action by the stockholders, may have
  the effect of delaying, deferring or preventing a change in control of the
  Company without further action by the stockholders, which could adversely affect
  the market price of the Common Stock. The Company's credit agreement provides
  the lender with the right to require the payment of all outstanding loans if a
  change in control of the Company occurs. In addition, Section 203 of the
  Delaware General Corporation Law, which is applicable to the Company, contains
  provisions that restrict certain business combinations with interested
  stockholders, which may have the effect of inhibiting a nonnegotiated merger or
  other business combination.
  
  Shares Eligible for Future Sale. Sales of substantial amounts of Common Stock in
  the public market, or the perception that such sales may occur, could adversely
  affect the prevailing market price of the Common Stock and the ability of the
  Company to raise capital through a public offering of its equity securities.
  Currently, approximately 3.5 million shares of Common Stock are eligible for
  sale in the public market without registration, subject to certain volume and
  other limitations, pursuant to Rule 144 under the Securities Act. 
  Approximately 1.5 million of such shares of Common Stock are eligible
  for sale in the public market without limitation pursuant to Rule 144(k) under
  the Securities Act. Additional shares, including shares issuable upon exercise
  of options, will also become available for sale in the public market from time
  to time in the future. Certain of the Company's stockholders have the right to
  cause the Company to register their shares under the Securities Act and to
  include their shares in any future registration of securities effected by the
  Company under the Securities Act. An aggregate of approximately 5.7 million
  shares of Common Stock, including approximately 2.0 million shares of Common
  Stock issuable upon exercise of outstanding options and warrants, are covered by
  such registration rights. If such holders, by
  
                                        -15-
  17
  exercising their demand registration rights, cause a large number of shares to
  be registered and sold in the public market, such sales may have an adverse
  effect on the market price of the Common Stock. If the Company is required to
  include in a Company-initiated registration shares held by such holders pursuant
  to the exercise of their piggyback registration rights, such sales may have an
  adverse effect on the Company's ability to raise needed capital.
  
                                        -16-
  18
                                SELLING STOCKHOLDERS
  
                   The Company will supplement this Prospectus from time to time
  to include certain information concerning the security ownership of the Selling
  Stockholders and the position, office or other material relationship which a
  Selling Stockholder has had within the past three years with the Company or any
  of its predecessors or affiliates.
  
                                PLAN OF DISTRIBUTION
  
                   The distribution of the Shares by the Selling Stockholders may
  be effected from time to time in one or more transactions for their own accounts
  (which may include block transactions) in the over-the-counter market (including
  the Nasdaq National Market), or on any exchange on which the Common Stock may
  then be listed, in negotiated transactions, through the writing of options on
  shares (whether such options are listed on an options exchange or otherwise), or
  a combination of such methods of sale, at fixed prices which may be changed, at
  market prices prevailing at the time of sale, at prices related to such
  prevailing market prices or at negotiated prices. The Selling Stockholders may
  effect such transactions by selling Shares to or through broker-dealers, and
  such broker-dealers may receive compensation in the form of discounts,
  concessions or commissions from the Selling Stockholders and/or the purchasers
  of Shares for whom such broker-dealers may act as agent or to whom they sell as
  principal, or both (which compensation as to a particular broker-dealer might be
  in excess of customary commissions). The Selling Stockholders may also sell such
  Shares pursuant to Rule 144 promulgated under the Securities Act, or may pledge
  Shares as collateral for margin accounts and such Shares could be resold
  pursuant to the terms of such accounts. The Selling Stockholders and any
  participating brokers and dealers may be deemed to be "underwriters" as defined
  in the Securities Act and any commissions received by them and any profit on the
  resale of the Shares may be deemed to be Underwriting discounts or commissions
  under the Securities Act.
  
                   In order to comply with certain state securities laws, if
  applicable, the Common Stock will not be sold in a particular state unless such
  securities have been registered or qualified for sale in such state or any
  exemption from registration or qualification is available and complied with.
  
                   The Company has agreed to pay all the costs and expenses of
  this offering.
  
                                    LEGAL MATTERS
  
          The validity of the shares offered hereby have been passed upon for the
  Company by Fulbright & Jaworski L.L.P., New York, New York.  As of December 13,
  1996, partners of Fulbright & Jaworski L.L.P. own an aggregate of 4,000 shares
  of the Company's Common Stock.
  
                                        -17-
  19
                                       EXPERTS
  
                   The consolidated balance sheets as of December 31, 1994 and
  1995 and the consolidated statements of operations, changes in stockholders'
  equity and cash flows of the Company for the period from September 26 to
  December 31, 1993 and for the years ended December 31, 1994 and 1995, and the
  consolidated statements of operations and changes in stockholders' equity and
  cash flows of the Company's predecessor for the nine months ended September 25,
  1993, incorporated by reference in this Prospectus, have been incorporated by
  reference herein in reliance on the report of Coopers & Lybrand L.L.P.,
  independent accountants, given on the authority of that firm as experts in
  accounting and auditing.
  
                                        -18-
  20
  ================================================================================
  
       NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
  ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
  AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
  UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY SELLING STOCKHOLDER OR ANY
  OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
  SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE COMMON STOCK OFFERED
  HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
  BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN
  WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY
  OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
  CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
  ANY DATE SUBSEQUENT TO THE DATE HEREOF.
                                                                   
  
                                     ----------
  
                                  TABLE OF CONTENTS
  
                                                      PAGE
                                                      ----
            Available Information..............         2
            Documents Incorporated
             by Reference .....................         2
            Prospectus Summary ................         4
            Risk Factors ......................         6
            Selling Stockholders ..............        17
            Plan of Distribution ..............        17
            Legal Matters .....................        17
            Experts ...........................        18
  
  ================================================================================
  
                                   100,000 Shares
                     
                     
                     
                                    AAVID THERMAL
                                 TECHNOLOGIES, INC.
                     
                     
                     
                     
                                    Common Stock
                     
                     
                     
                     
                     
                                     ----------
                                     PROSPECTUS
                                     ----------
                     
                     
                     
                     
                                  December 16, 1996
  
                     
  ================================================================================
  21
                                       PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.
  
        The following documents filed by Aavid Thermal Technologies, Inc. (the
  "Company") with the Commission (File No. 0-27308) are incorporated herein by
  reference:
  
              (i)   The Company's Annual Report on Form 10-K for the year ended
                    December 31, 1995, as amended.
  
              (ii)  The Company's Quarterly Report on Form 10-Q for the quarter
                    ended March 30, 1996.
  
              (iii) The Company's Quarterly Report on Form 10-Q for the quarter
                    ended June 29, 1996.
  
              (iv)  The Company's Quarterly Report on Form 10-Q for the quarter
                    ended September 28, 1996.
  
              (v)   The Company's Current Report on Form 8-K dated May 16, 1996,
                    as amended.
  
              (vi)  The Company's Current Report on Form 8-K dated August 29,
                    1996.
  
              (vii) The Company's Form 8-A dated January 25, 1996.
  
        In addition to the foregoing, all documents subsequently filed by the
  Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934, as amended, prior to the filing of a post-effective
  amendment indicating that all of the securities offered hereunder have been sold
  or deregistering all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be part hereof
  from the date of filing of such documents. Any statement contained in a document
  incorporated by reference in this Registration Statement 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 subsequently filed document that is
  also 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.
  
                                        II-1
  22
  ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
          The legality of the Common Stock offered hereby has been passed on for
  the Company by Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New York
  10103. As December 13, 1996, partners of Fulbright & Jaworski L.L.P. own an
  aggregate of 4,000 shares of the Company's Common Stock.
  
  ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
          Section 145(c) of the General Corporation Law of the State of Delaware
  ("GCL") provides that a Delaware corporation may indemnify any person who was
  or is a party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative (other than an action by or in the right of the corporation),
  by reason of the fact that he is or was a director, officer, employee or agent
  of the corporation or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation or enterprise,
  against expenses, judgments, fines and amounts paid in settlement actually and
  reasonably incurred by him in connection with such action, suit or proceeding
  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 action or proceeding, had no cause to believe his conduct was
  unlawful.
  
              Section 145(b) of the GCL provides that a Delaware corporation may
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor by reason of the fact that such
  person acted in any of the capacities set forth above, against expenses actually
  and reasonably incurred by him in connection with the defense or settlement of
  such action or suit if he acted under similar standards, except that no
  indemnification may be made in respect of any claim, issue or matter as to which
  such person 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 that despite the adjudication of liability, such person is fairly and
  reasonably entitled to be indemnified for such expenses which the court shall
  deem proper.
  
              Section 145 of the GCL further provides that to the extent a
  director or officer of a corporation has been successful in the defense of any
  action, suit or proceeding referred to in subsections (a) and (b) or in the
  defense of any claim, issue or matter therein, he shall be indemnified against
  expenses actually and reasonably incurred by him in connection therewith; that
  indemnification provided for by Section 145 shall not be deemed exclusive of any
  other rights to which the indemnified party may be entitled; and that the
  corporation may purchase and maintain insurance on behalf of any person who is
  or was a director, officer, employee or agent of the corporation, or is or was
  serving at the request of the corporation as a director, officer, employee or
  agent of another corporation or enterprise, against any liability asserted
  against him or incurred by him in any such capacity or arising out of his status
  as such
  
                                        II-2
  23
  whether or not the corporation would have the power to indemnify him against
  such liabilities under such Section 145.
  
              The Company's Certificate of Incorporation and Bylaws provide that
  the Company shall indemnify certain persons, including officers, directors,
  employees and agents, to the fullest extent permitted by Section 145 of the
  General Corporation Law of the State of Delaware. The Company has also entered
  into indemnification agreements with its current directors and executive
  officers. Reference is made to the Certificate of Incorporation, Bylaws and form
  of indemnification agreement filed as Exhibits 3.1., 3.3. and 10.6 to the
  Company's Registration Statement (No. 33-99232) on Form S-1, respectively. The
  Company's directors and officers are insured against losses arising from any
  claim against them as such for wrongful acts or omission, subject to certain
  limitations.
  
  ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.
  
              Not Applicable.
  
  ITEM 8.     EXHIBITS.
  
              4.1   --    Aavid Thermal Technologies, Inc. 1995 Non-Employee
                          Director Stock Option Plan (incorporated herein by
                          reference to Exhibit 10.9 to the Company's Registration
                          Statement (No. 33-99232) on Form S-1).
  
              4.2   --    Form of option agreement.
  
              5     --    Opinion of Fulbright & Jaworski L.L.P.
  
              23.1  --    Consent of Coopers & Lybrand L.L.P.
  
              23.2  --    Consent of Fulbright & Jaworski L.L.P. (contained in
                          their opinion constituting Exhibit 5).
  
              24    --    Power of Attorney (included in signature page).
  
  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:
  
                                        II-3
  24
              (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 dates 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 maximum 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 percent change in the maximum
                    aggregate offering price set forth in the "Calculation of 
                    Registration Fee" table in the effective 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 registration statement is on Form S-3,
                    Form S-8 or Form F-3, 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 Securities 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.
  
              (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.
  
              (h)   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
  
                                        II-4
  25
                    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.
  
                                        II-5
  26
                                     SIGNATURES
  
              Pursuant to the requirements of the Securities Act of 1933, as
  amended, the registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Concord, State of New Hampshire on December 16,
  1996.
  
                      Aavid Thermal Technologies, Inc.
  
                      By: /s/  Ronald F. Borelli
                          --------------------------------------------------------
                          Ronald F. Borelli, President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Ronald F. Borelli and Mark Brown as his
  true and lawful attorneys-in-fact and agents, each acting alone, 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, including post-effective amendments, and to file the
  same, with all exhibits thereto, and all 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 of 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, and hereby ratifies and confirms all that said
  attorneys-in-fact and agents, each acting alone, or their substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
              Pursuant to the requirements of the Securities Act of 1933, as
  amended, this registration statement has been signed below by the following
  persons in the capacities and on the dates indicated.
  
  Signature                           Title                          Date
  ---------                           -----                          ----
  
  /s/ Ronald F. Borelli      Chairman of the Board of           December 16, 1996
  ---------------------      Directors, President and Chief
  Ronald F. Borelli          Executive Officer (Principal
                             Executive Officer)
  
                                        II-6
  27
  /s/ Alan F. Beane            Director                         December 16, 1996
  -------------------------    
  Alan F. Beane                
                               
  
  /s/ D. Max Henderson         Director                         December 16, 1996
  -------------------------
  D. Max Henderson
  
  /s/ David R. A. Steadman     Director                         December 16, 1996
  -------------------------
  David R. A. Steadman      
  
  /s/ Edward F. Glassmeyer     Director                         December 16, 1996
  -------------------------
  Edward F. Glassmeyer
  
  /s/ M. William Macey, Jr.    Director                         December 16, 1996
  -------------------------
  M. William Macey, Jr.
  
  /s/ Douglas L. Newhouse      Director                         December 16, 1996
  -------------------------
  Douglas L. Newhouse
  
  /s/ Bharatan R. Patel        Director                         December 16, 1996
  -------------------------
  Bharatan R. Patel
  
  /s/ William L. Selden        Director                         December 16, 1996
  -------------------------  
  William L. Selden
  
  /s/ Mark Brown               Vice President, Chief            December 16, 1996
  -------------------------    Financial Officer and   
  Mark Brown                   Treasurer (Principal    
                               Financial and Accounting
                               Officer)                
                               
  
                                        II-7
  28
                                  INDEX TO EXHIBITS
  
  Exhibit
    No.      Description                                                 Page No.
  -------    -----------                                                 --------
  
     4.1     Aavid Thermal Technologies, Inc. 1995 Non-Employee
             Director Stock Option Plan (incorporated herein by
             reference to Exhibit 10.9 to the Company's
             Registration Statement (No. 33-99232) on Form S-1).
  
     4.2     Form of option agreement.
  
     5       Opinion of Fulbright & Jaworski L.L.P.
  
    23.1     Consent of Coopers & Lybrand L.L.P.
  
    23.2     Consent of Fulbright & Jaworski L.L.P.
             (contained in their opinion constituting Exhibit 5).
  
    24       Power of Attorney (included in signature page).