content: <PAGE>   1
  
  
                As filed with the Securities and Exchange Commission
                                on October 20, 1994
  
  - --------------------------------------------------------------------------------
  - --------------------------------------------------------------------------------
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                    AUGAT INC.
              (Exact name of registrant as specified in its charter)
  
  <TABLE>
       <S>                                           <C>
                  Massachusetts                          04-2022285
       (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)               Identification No.)
  </TABLE>
  
                      Post Office Box 448, 89 Forbes Boulevard
                           Mansfield, Massachusetts 02048
              (Address of Principal Executive Offices)     (Zip Code)
  
                                  1994 STOCK PLAN
                              (Full title of the plan)
  
                                 Ellen B. Richstone
                                     Augat Inc.
                                    P.O. Box 448
                                89 Forbes Boulevard
                          Mansfield, Massachusetts  02048
                      (Name and address of agent for service)
  
                                   (508) 543-4300
           (Telephone number, including area code, of agent for service)
  
  
  <TABLE>
  - --------------------------------------------------------------------------------
  - --------------------------------------------------------------------------------
                          CALCULATION OF REGISTRATION FEE
  
  <CAPTION>
                                  Proposed       Proposed
  Title of                        maximum        maximum
  securities         Amount       offering       aggregate            Amount of
  to be              to be        price          offering             registration
  registered         registered   per share      price                fee
  - --------------------------------------------------------------------------------
  <S>                <C>          <C>            <C>                  <C>
  Common Stock,      750,000      $20.56(2)      $15,420,000(2)       $5,317.28(3)
  $.10 par value     shares(1)
                                                                
  - --------------------------------------------------------------------------------
  - --------------------------------------------------------------------------------
  <FN>
  (1)  To be offered by the Company pursuant to the Plan described herein.
  
  (2)  Estimated solely for the purpose of calculating the
       registration fee, and based upon the average of the high and
       low prices of the Registrant's Common Stock on the New York
       Stock Exchange on October 14, 1994 in accordance with Rules
       457(c) and 457(h) of the Securities Act of 1933.
  
  (3)  Computed in accordance with Securities Act Rules 457(c) and (h).
  
  </TABLE>
  - --------------------------------------------------------------------------------
  - --------------------------------------------------------------------------------
  <PAGE>   2
  
  
  
  
  
       PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
            The information required by Part I is included in documents
       sent or given to participants in the 1994 Stock Plan of Augat
       Inc., a Massachusetts corporation (the "Registrant") pursuant to
       Rule 428(b)(1).
  
       PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
            Item 3.  Incorporation of Certain Documents by Reference.
  
            The Registrant is subject to the informational and reporting
       requirements of Sections 13(a), 14, and 15(d) of the Securities
       Exchange Act of 1934 (as amended, the "Exchange Act"), and in
       accordance therewith files reports, proxy statements and other
       information with the Securities and Exchange Commission.  The
       following documents, which are filed with the Securities and
       Exchange Commission, are incorporated in this Prospectus by
       reference:
  
                 (1)  The Registrant's latest annual report filed
            pursuant to Section 13(a) or 15(d) of the Exchange Act, or
            the latest prospectus filed pursuant to Rule 424(b) under the
            Securities Act of 1933 (as amended, the "Securities Act"),
            that contains audited financial statements for the
            Registrant's latest fiscal year for which such statements
            have been filed.
  
                 (2)  All other reports filed pursuant to Section 13(a)
            or 15(d) of the Exchange Act since the end of the fiscal year
            covered by the document referred to in (1) above.
  
                 (3)  The description of the Common Stock, par value $.01
            per share ("Common Stock"), contained in a registration
            statement filed under the Exchange Act, including any
            amendment or report filed for the purpose of updating such
            description.
  
            All documents subsequently filed by the Registrant pursuant
       to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior
       to the filing of a post-effective amendment which indicates that
       all shares of Common Stock offered hereby have been sold or which
       deregisters all shares of Common Stock then remaining unsold,
       shall be deemed to be incorporated by reference herein and to be
       part hereof from the date of the filing of such documents.
  
            Item 4.  Description of Securities.
  
            Not applicable.
  <PAGE>   3
  
  
  
  
  
            Item 5.  Interests of Named Experts and Counsel.
  
            The legality of the Common Stock offered by this registration
       statement will be passed upon for the Closing by Hale and Dorr (a
       partnership which includes professional corporations), 60 State
       Street, Boston, Massachusetts  02109.  As of October 17, 1994,
       Samuel S. Dennis 3d, the sole owner of a professional corporation
       which is a partner of Hale and Dorr, counsel to the Company, was
       the beneficial owner of 3,200 shares of the Common Stock of the
       Company.  Mr. Dennis is a director of the Company.  Thomas E.
       Neely, Clerk of the Company, is also a partner of Hale and Dorr.
  
            Item 6.  Indemnification of Directors and Officers.
  
            Section 67 of Chapter 156B of the General Laws of
       Massachusetts (such chapter, the "Massachusetts Business
       Corporation Law") permits a Massachusetts corporation to indemnify
       its directors, officers, employees and other agents to whatever
       extent specified in or authorized by the articles of organization,
       a by-law adopted by the stockholders or a vote adopted by the
       holders of a majority of the shares of stock entitled to vote on
       the election of directors.  Except as otherwise provided in the
       articles of organization or the by-laws, any of these persons who
       are not directors may be indemnified to the extent authorized by
       the directors.  Indemnification may include payment of expenses
       incurred in defending a civil or criminal action or proceeding in
       advance of the final disposition of such action or proceeding, and
       may be provided although the person is no longer affiliated with
       the corporation.  No indemnification shall be provided, however,
       for any person with respect to any matter as to which such person
       shall have been adjudicated in any proceeding not to have acted in
       good faith in the reasonable belief that an action was in the best
       interests of the corporation.  A corporation also has the power to
       purchase and maintain insurance on behalf of any person who is or
       was a director, officer, employee or other agent of the
       corporation against any liability incurred by such person in any
       such capacity, or arising out of their status as such, whether or
       not the corporation would have the power to indemnify such person
       against such liability.
  
            The Company has purchased a general liability insurance
       policy which covers certain liabilities of directors and officers
       of the Company arising out of claims based on acts or omissions in
       their capacity as directors or officers and for which they are not
       indemnified by the Company.
  
            The Company's Articles of Organization provide that a
       director of the Company shall not be personally liable to either
       the Company or the Company's shareholders for monetary damages
       resulting from a breach of fiduciary duty as a director, to the
       fullest extent permitted by the Massachusetts Business Corporation
       Law.
  <PAGE>   4
  
  
  
  
  
            Section 13(b) of the Massachusetts Business Corporation Law,
       as amended, permits a Massachusetts corporation to provide in its
       articles of organization that a director of the corporation shall
       not be personally liable to the corporation or its stockholders
       for monetary damages for breach of fiduciary duty as a director,
       except for liability for any of the following:
  
            (a)  Breaches of the director's duty of loyalty to the
       Company or its shareholders;
  
            (b)  Acts or omissions not in good faith or which involve
       intentional misconduct or a knowing violation of law;
  
            (c)  Acts covered by Sections 61 or 62 of the Massachusetts
       Business Corporation Law (which relate generally to the liability
       of directors for authorizing distributions to shareholders at a
       time when the Company is insolvent or bankrupt and the liability
       of directors for approving loans to officers or directors of the
       Company which are not repaid and which were not approved or
       ratified by a majority of disinterested directors or
       shareholders); and
  
            (d)  Transactions from which the director derived an improper
       personal benefit.
  
            Under the Company's By-Laws, the Company must indemnify each
       director and officer against all liabilities and expenses
       reasonably incurred in connection with any suit or proceeding in
       which such director or officer may be a party defendant or with
       which such person may be threatened or otherwise involved by
       reason of their being or having been a director or officer of the
       Company (or, at the request of the Company, of another
       organization), except in relation to matters as to which any such
       director or officer is finally adjudged to have been liable for
       negligence or misconduct in the performance of his duty.  No
       indemnity will be made, however, with respect to any amounts paid
       in compromise or settlement unless the Board of Directors
       determines that the officer or director was not liable for
       negligence or misconduct in the performance of their duty in
       connection with the matter out of which the compromise or
       settlement arose.
  
            Item 7.  Exemption from Registration Claimed.
  
            Not applicable.
  
            Item 8.  Exhibits.
  
            The Exhibit Index immediately preceding the exhibits is
       incorporated herein by reference.
  <PAGE>   5
  
  
  
  
  
            Item 9.  Undertakings.
  
            1.   The Company hereby undertakes:
  
                 (a)  To file, during any period in which offers or sales
            are being made, a post-effective amendment to this
            registration statement:
  
                 (i)  To include any prospectus required by Section
            10(a)(3) of the Securities Act;
  
                (ii)  To reflect in the prospectus any facts or events
            arising after the effective date of the registration
            statement (or the most recent post-effective amendment
            thereof) which, individually or in the aggregate, represent a
            fundamental change in the information set forth in the
            registration statement; and
  
               (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 (i) and (ii) do not apply
            if the registration statement is on Form S-3 or Form S-8, and
            the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic
            reports filed by the Company pursuant to Section 13 or
            Section 15(d) of the Exchange Act that are incorporated by
            reference in the registration statement.
  
                 (b)  That, for the purpose of determining any liability
            under the Securities Act, 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.
  
                 (c)  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.
  
            2.   The Company hereby undertakes that, for purposes of
       determining any liability under the Securities Act, each filing of
       the Company's annual report pursuant to Section 13(a) or
       Section 15(d) of the Exchange Act (and, where applicable, each
       filing of an employee benefit plan's annual report pursuant to
       Section 15(d) of the Exchange Act) that is incorporated by
       reference in the registration statement shall be deemed to be a
       new registration statement relating to the securities offered
  <PAGE>   6
  
  
  
  
  
       therein, and the offering of such securities at that time shall be
       deemed to be in the initial bona fide offering thereof.
  
            3.   Insofar as indemnification for liabilities arising under
       the Securities Act may be permitted to directors, officers and
       controlling persons of the Registrant pursuant to the foregoing
       provisions, or otherwise, the Registrant has been advised that in
       the opinion of the Securities and Exchange Commission such
       indemnification is against public policy as expressed in the
       Securities Act 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 and will
       be governed by the final adjudication of such issue.
  <PAGE>   7
  
  
  
  
  
                                     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 Town of Mansfield, Commonwealth of
       Massachusetts on the 18th day of October, 1994.
  
  
                                     AUGAT INC.
  
  
  
                                         /s/ Marcel P. Joseph
                                     By: -------------------------------
                                          Marcel P. Joseph
                                          Chairman of the Board and
                                          Chief Executive Officer
  
  
  
  
                                 POWER OF ATTORNEY
  
            We, the undersigned officers and directors of Augat Inc.
       hereby severally constitute Marcel P. Joseph, Ellen B. Richstone
       and Thomas E. Neely, and each of them singly, our true and lawful
       attorneys with full power to them, and each of them singly, to
       sign for us and in our names in the capacities indicated below,
       the Registration Statement on Form S-8 filed herewith and any and
       all amendments to said Registration Statement, and generally to do
       all such things in our names and behalf in our capacities as
       officers and directors to enable Augat Inc. to comply with the
       provisions of the Securities Exchange Act of 1933, as amended, and
       all requirements of the Securities and Exchange Commission, hereby
       ratifying and confirming our signatures as they may be signed by
       said attorneys, or any of them, to said Registration Statement and
       any and all amendments thereto.
  <PAGE>   8
  
  
  
  
  
            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.
  
  <TABLE>
  <CAPTION>
         Signature                      Title                    Date
         ---------                      -----                    ----
  <S>                           <C>                           <C>
  /s/ Marcel P. Joseph          Chairman of the Board,   )
  - -------------------------     Chief Executive Officer  )
  Marcel P. Joseph              and Director             )
                                (Principal Executive     )
                                Officer)                 )
                                                         )
  /s/ Ellen B. Richstone        Vice President, and,     )
  - -------------------------     Chief Financial Officer  )
  Ellen B. Richstone            (Principal Financial     )
                                Officer and Accounting   )
                                Officer                  ) 
                                                         )
  /s/ Vernon R. Alden           Director                 )
  - -------------------------                              )
  Vernon R. Alden                                        )
                                                         )
                                                         )
  /s/ Samuel S. Dennis 3d       Director                 )
  - -------------------------                              )
  Samuel S. Dennis 3d                                    )
                                                         )
                                                         ) October 18, 1994
  /s/ John N. Lemasters         Director                 )
  - -------------------------                              )
  John N. Lemasters                                      )
                                                         )
                                                         )
  /s/ David V. Ragone           Director                 )
  - -------------------------                              )
  David V. Ragone                                        )
                                                         )
                                                         )
  /s/ William R. Fenoglio       Director                 )
  - -------------------------                              )
  William R. Fenoglio                                    )
                                                         )
                                                         )
  /s/ Alan J. Zakon             Director                 )
  - -------------------------                              )
  Alan J. Zakon                                          )
                                                         )
                                                         )
  /s/ Jerald G. Fishman         Director                 )
  - -------------------------                              )
  Jerald G. Fishman                                      )
                                                         )
                                                         )
  /s/ Thomas L. King            Director                 )
  - -------------------------                              )
  Thomas L. King                                         )
                                                         )
  </TABLE>
  <PAGE>   9
  
  
  
  
  
  <TABLE>
  <S>                           <C>                      <C>
                                                         )
  /s/ John D. Curtin, Jr.       Director                 )
  - ----------------------------                           )
  John D. Curtin, Jr.                                    )
                                                         )
                                                         )
  /s/ Bruce L. Crockett         Director                 )
  - ----------------------------                           )
  Bruce L. Crockett                                      )
  </TABLE>
  <PAGE>   10
  
  
  
  
  
                                   Exhibit Index
  
  
  <TABLE>
  <CAPTION>
   Exhibit
   Number      Description
   -------     -----------
    <S>        <C>
     4.1       Restated Articles of Organization of the
               Company, as amended, (incorporated herein
               by reference to Exhibit 3(a) to the Company's
               Annual Report on Form 10-K for the year ended
               December 31, 1992, filed March 28, 1992).
  
     4.2       By-Laws of the Company, as amended,
               (incorporated herein by reference to Exhibit
               3(b) to the Company's Annual Report on Form
               10-K, for the year ended December 31, 1987).
  
     4.3       (a)  Specimen Certificate representing shares
               of the Company's $.10 par value Common Stock
               (incorporated herein by reference to Exhibit
               4(a) to the Company's Annual Report on Form
               10-K for the year ended December 31, 1988).
  
               (b)  Trust Indenture dated as of August 2, 1988
               between Augat Inc. and The Chase Manhattan Bank,
               N.A. as Trustee, (incorporated by reference to
               Exhibit 2 of the Company's Registration
               Statement on Form 8-A, dated August 2, 1988).
  
     5.1*      Opinion of Hale and Dorr.
  
    23.2*      Consent of Deloitte & Touche LLP.
  
    24.1*      Consent of Hale and Dorr (included in
               Exhibit 5.1).
  
    25.1*      Power of Attorney (see signature pages of
               this Registration Statement).
  
  _______________________________
  <FN>
  *  Filed herewith.  All other exhibits previously filed.
  
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "AUGAT,INC FORM S-8", "secsgml_size_bytes": 22918}]
metadata_filer: {"company-data": {"conformed-name": "AUGAT INC", "cik": "0000008462", "assigned-sic": "3679", "irs-number": "042022285", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56117", "film-number": "94554281"}, "business-address": {"street1": "89 FORBES BLVD", "street2": "P O BOX 448", "city": "MANSFIELD", "state": "MA", "zip": "02048", "phone": "5085434300"}}
text: 1
  
                As filed with the Securities and Exchange Commission
                                on October 20, 1994
  
  - --------------------------------------------------------------------------------
  - --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                    AUGAT INC.
              (Exact name of registrant as specified in its charter)
  Massachusetts                          04-2022285
       (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)               Identification No.)
  Post Office Box 448, 89 Forbes Boulevard
                           Mansfield, Massachusetts 02048
              (Address of Principal Executive Offices)     (Zip Code)
  
                                  1994 STOCK PLAN
                              (Full title of the plan)
  
                                 Ellen B. Richstone
                                     Augat Inc.
                                    P.O. Box 448
                                89 Forbes Boulevard
                          Mansfield, Massachusetts  02048
                      (Name and address of agent for service)
  
                                   (508) 543-4300
           (Telephone number, including area code, of agent for service)
  
  - --------------------------------------------------------------------------------
  - --------------------------------------------------------------------------------
                          CALCULATION OF REGISTRATION FEE
  Proposed       Proposed
  Title of                        maximum        maximum
  securities         Amount       offering       aggregate            Amount of
  to be              to be        price          offering             registration
  registered         registered   per share      price                fee
  - --------------------------------------------------------------------------------
  Common Stock,      750,000      $20.56(2)      $15,420,000(2)       $5,317.28(3)
  $.10 par value     shares(1)
                                                                
  - --------------------------------------------------------------------------------
  - --------------------------------------------------------------------------------
  (1)  To be offered by the Company pursuant to the Plan described herein.
  
  (2)  Estimated solely for the purpose of calculating the
       registration fee, and based upon the average of the high and
       low prices of the Registrant's Common Stock on the New York
       Stock Exchange on October 14, 1994 in accordance with Rules
       457(c) and 457(h) of the Securities Act of 1933.
  
  (3)  Computed in accordance with Securities Act Rules 457(c) and (h).
  - --------------------------------------------------------------------------------
  - --------------------------------------------------------------------------------
  2
  
       PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
            The information required by Part I is included in documents
       sent or given to participants in the 1994 Stock Plan of Augat
       Inc., a Massachusetts corporation (the "Registrant") pursuant to
       Rule 428(b)(1).
  
       PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
            Item 3.  Incorporation of Certain Documents by Reference.
  
            The Registrant is subject to the informational and reporting
       requirements of Sections 13(a), 14, and 15(d) of the Securities
       Exchange Act of 1934 (as amended, the "Exchange Act"), and in
       accordance therewith files reports, proxy statements and other
       information with the Securities and Exchange Commission.  The
       following documents, which are filed with the Securities and
       Exchange Commission, are incorporated in this Prospectus by
       reference:
  
                 (1)  The Registrant's latest annual report filed
            pursuant to Section 13(a) or 15(d) of the Exchange Act, or
            the latest prospectus filed pursuant to Rule 424(b) under the
            Securities Act of 1933 (as amended, the "Securities Act"),
            that contains audited financial statements for the
            Registrant's latest fiscal year for which such statements
            have been filed.
  
                 (2)  All other reports filed pursuant to Section 13(a)
            or 15(d) of the Exchange Act since the end of the fiscal year
            covered by the document referred to in (1) above.
  
                 (3)  The description of the Common Stock, par value $.01
            per share ("Common Stock"), contained in a registration
            statement filed under the Exchange Act, including any
            amendment or report filed for the purpose of updating such
            description.
  
            All documents subsequently filed by the Registrant pursuant
       to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior
       to the filing of a post-effective amendment which indicates that
       all shares of Common Stock offered hereby have been sold or which
       deregisters all shares of Common Stock then remaining unsold,
       shall be deemed to be incorporated by reference herein and to be
       part hereof from the date of the filing of such documents.
  
            Item 4.  Description of Securities.
  
            Not applicable.
  3
  
            Item 5.  Interests of Named Experts and Counsel.
  
            The legality of the Common Stock offered by this registration
       statement will be passed upon for the Closing by Hale and Dorr (a
       partnership which includes professional corporations), 60 State
       Street, Boston, Massachusetts  02109.  As of October 17, 1994,
       Samuel S. Dennis 3d, the sole owner of a professional corporation
       which is a partner of Hale and Dorr, counsel to the Company, was
       the beneficial owner of 3,200 shares of the Common Stock of the
       Company.  Mr. Dennis is a director of the Company.  Thomas E.
       Neely, Clerk of the Company, is also a partner of Hale and Dorr.
  
            Item 6.  Indemnification of Directors and Officers.
  
            Section 67 of Chapter 156B of the General Laws of
       Massachusetts (such chapter, the "Massachusetts Business
       Corporation Law") permits a Massachusetts corporation to indemnify
       its directors, officers, employees and other agents to whatever
       extent specified in or authorized by the articles of organization,
       a by-law adopted by the stockholders or a vote adopted by the
       holders of a majority of the shares of stock entitled to vote on
       the election of directors.  Except as otherwise provided in the
       articles of organization or the by-laws, any of these persons who
       are not directors may be indemnified to the extent authorized by
       the directors.  Indemnification may include payment of expenses
       incurred in defending a civil or criminal action or proceeding in
       advance of the final disposition of such action or proceeding, and
       may be provided although the person is no longer affiliated with
       the corporation.  No indemnification shall be provided, however,
       for any person with respect to any matter as to which such person
       shall have been adjudicated in any proceeding not to have acted in
       good faith in the reasonable belief that an action was in the best
       interests of the corporation.  A corporation also has the power to
       purchase and maintain insurance on behalf of any person who is or
       was a director, officer, employee or other agent of the
       corporation against any liability incurred by such person in any
       such capacity, or arising out of their status as such, whether or
       not the corporation would have the power to indemnify such person
       against such liability.
  
            The Company has purchased a general liability insurance
       policy which covers certain liabilities of directors and officers
       of the Company arising out of claims based on acts or omissions in
       their capacity as directors or officers and for which they are not
       indemnified by the Company.
  
            The Company's Articles of Organization provide that a
       director of the Company shall not be personally liable to either
       the Company or the Company's shareholders for monetary damages
       resulting from a breach of fiduciary duty as a director, to the
       fullest extent permitted by the Massachusetts Business Corporation
       Law.
  4
  
            Section 13(b) of the Massachusetts Business Corporation Law,
       as amended, permits a Massachusetts corporation to provide in its
       articles of organization that a director of the corporation shall
       not be personally liable to the corporation or its stockholders
       for monetary damages for breach of fiduciary duty as a director,
       except for liability for any of the following:
  
            (a)  Breaches of the director's duty of loyalty to the
       Company or its shareholders;
  
            (b)  Acts or omissions not in good faith or which involve
       intentional misconduct or a knowing violation of law;
  
            (c)  Acts covered by Sections 61 or 62 of the Massachusetts
       Business Corporation Law (which relate generally to the liability
       of directors for authorizing distributions to shareholders at a
       time when the Company is insolvent or bankrupt and the liability
       of directors for approving loans to officers or directors of the
       Company which are not repaid and which were not approved or
       ratified by a majority of disinterested directors or
       shareholders); and
  
            (d)  Transactions from which the director derived an improper
       personal benefit.
  
            Under the Company's By-Laws, the Company must indemnify each
       director and officer against all liabilities and expenses
       reasonably incurred in connection with any suit or proceeding in
       which such director or officer may be a party defendant or with
       which such person may be threatened or otherwise involved by
       reason of their being or having been a director or officer of the
       Company (or, at the request of the Company, of another
       organization), except in relation to matters as to which any such
       director or officer is finally adjudged to have been liable for
       negligence or misconduct in the performance of his duty.  No
       indemnity will be made, however, with respect to any amounts paid
       in compromise or settlement unless the Board of Directors
       determines that the officer or director was not liable for
       negligence or misconduct in the performance of their duty in
       connection with the matter out of which the compromise or
       settlement arose.
  
            Item 7.  Exemption from Registration Claimed.
  
            Not applicable.
  
            Item 8.  Exhibits.
  
            The Exhibit Index immediately preceding the exhibits is
       incorporated herein by reference.
  5
  
            Item 9.  Undertakings.
  
            1.   The Company hereby undertakes:
  
                 (a)  To file, during any period in which offers or sales
            are being made, a post-effective amendment to this
            registration statement:
  
                 (i)  To include any prospectus required by Section
            10(a)(3) of the Securities Act;
  
                (ii)  To reflect in the prospectus any facts or events
            arising after the effective date of the registration
            statement (or the most recent post-effective amendment
            thereof) which, individually or in the aggregate, represent a
            fundamental change in the information set forth in the
            registration statement; and
  
               (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 (i) and (ii) do not apply
            if the registration statement is on Form S-3 or Form S-8, and
            the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic
            reports filed by the Company pursuant to Section 13 or
            Section 15(d) of the Exchange Act that are incorporated by
            reference in the registration statement.
  
                 (b)  That, for the purpose of determining any liability
            under the Securities Act, 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.
  
                 (c)  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.
  
            2.   The Company hereby undertakes that, for purposes of
       determining any liability under the Securities Act, each filing of
       the Company's annual report pursuant to Section 13(a) or
       Section 15(d) of the Exchange Act (and, where applicable, each
       filing of an employee benefit plan's annual report pursuant to
       Section 15(d) of the Exchange Act) that is incorporated by
       reference in the registration statement shall be deemed to be a
       new registration statement relating to the securities offered
  6
  
       therein, and the offering of such securities at that time shall be
       deemed to be in the initial bona fide offering thereof.
  
            3.   Insofar as indemnification for liabilities arising under
       the Securities Act may be permitted to directors, officers and
       controlling persons of the Registrant pursuant to the foregoing
       provisions, or otherwise, the Registrant has been advised that in
       the opinion of the Securities and Exchange Commission such
       indemnification is against public policy as expressed in the
       Securities Act 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 and will
       be governed by the final adjudication of such issue.
  7
  
                                     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 Town of Mansfield, Commonwealth of
       Massachusetts on the 18th day of October, 1994.
  
                                     AUGAT INC.
  
                                         /s/ Marcel P. Joseph
                                     By: -------------------------------
                                          Marcel P. Joseph
                                          Chairman of the Board and
                                          Chief Executive Officer
  
                                 POWER OF ATTORNEY
  
            We, the undersigned officers and directors of Augat Inc.
       hereby severally constitute Marcel P. Joseph, Ellen B. Richstone
       and Thomas E. Neely, and each of them singly, our true and lawful
       attorneys with full power to them, and each of them singly, to
       sign for us and in our names in the capacities indicated below,
       the Registration Statement on Form S-8 filed herewith and any and
       all amendments to said Registration Statement, and generally to do
       all such things in our names and behalf in our capacities as
       officers and directors to enable Augat Inc. to comply with the
       provisions of the Securities Exchange Act of 1933, as amended, and
       all requirements of the Securities and Exchange Commission, hereby
       ratifying and confirming our signatures as they may be signed by
       said attorneys, or any of them, to said Registration Statement and
       any and all amendments thereto.
  8
  
            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/ Marcel P. Joseph          Chairman of the Board,   )
  - -------------------------     Chief Executive Officer  )
  Marcel P. Joseph              and Director             )
                                (Principal Executive     )
                                Officer)                 )
                                                         )
  /s/ Ellen B. Richstone        Vice President, and,     )
  - -------------------------     Chief Financial Officer  )
  Ellen B. Richstone            (Principal Financial     )
                                Officer and Accounting   )
                                Officer                  ) 
                                                         )
  /s/ Vernon R. Alden           Director                 )
  - -------------------------                              )
  Vernon R. Alden                                        )
                                                         )
                                                         )
  /s/ Samuel S. Dennis 3d       Director                 )
  - -------------------------                              )
  Samuel S. Dennis 3d                                    )
                                                         )
                                                         ) October 18, 1994
  /s/ John N. Lemasters         Director                 )
  - -------------------------                              )
  John N. Lemasters                                      )
                                                         )
                                                         )
  /s/ David V. Ragone           Director                 )
  - -------------------------                              )
  David V. Ragone                                        )
                                                         )
                                                         )
  /s/ William R. Fenoglio       Director                 )
  - -------------------------                              )
  William R. Fenoglio                                    )
                                                         )
                                                         )
  /s/ Alan J. Zakon             Director                 )
  - -------------------------                              )
  Alan J. Zakon                                          )
                                                         )
                                                         )
  /s/ Jerald G. Fishman         Director                 )
  - -------------------------                              )
  Jerald G. Fishman                                      )
                                                         )
                                                         )
  /s/ Thomas L. King            Director                 )
  - -------------------------                              )
  Thomas L. King                                         )
                                                         )
  9
  )
  /s/ John D. Curtin, Jr.       Director                 )
  - ----------------------------                           )
  John D. Curtin, Jr.                                    )
                                                         )
                                                         )
  /s/ Bruce L. Crockett         Director                 )
  - ----------------------------                           )
  Bruce L. Crockett                                      )
  10
  
                                   Exhibit Index
  Exhibit
   Number      Description
   -------     -----------
  4.1       Restated Articles of Organization of the
               Company, as amended, (incorporated herein
               by reference to Exhibit 3(a) to the Company's
               Annual Report on Form 10-K for the year ended
               December 31, 1992, filed March 28, 1992).
  
     4.2       By-Laws of the Company, as amended,
               (incorporated herein by reference to Exhibit
               3(b) to the Company's Annual Report on Form
               10-K, for the year ended December 31, 1987).
  
     4.3       (a)  Specimen Certificate representing shares
               of the Company's $.10 par value Common Stock
               (incorporated herein by reference to Exhibit
               4(a) to the Company's Annual Report on Form
               10-K for the year ended December 31, 1988).
  
               (b)  Trust Indenture dated as of August 2, 1988
               between Augat Inc. and The Chase Manhattan Bank,
               N.A. as Trustee, (incorporated by reference to
               Exhibit 2 of the Company's Registration
               Statement on Form 8-A, dated August 2, 1988).
  
     5.1*      Opinion of Hale and Dorr.
  
    23.2*      Consent of Deloitte & Touche LLP.
  
    24.1*      Consent of Hale and Dorr (included in
               Exhibit 5.1).
  
    25.1*      Power of Attorney (see signature pages of
               this Registration Statement).
  
  _______________________________
  *  Filed herewith.  All other exhibits previously filed.