content: <PAGE>   1
                As filed with the Securities and Exchange Commission
                                  August 12, 1996
  
  ===============================================================================
  
                         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)
  
  
                     1996 STOCK BONUS PLAN FOR SENIOR EXECUTIVES
                              (Full title of the plan)
  
  
                                  F. GORDON BITTER
                     VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                     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 Securities   Amount to be  maximum offering  maximum aggregate       Amount of
  to be Registered      Registered    price per share    offering price       registration fee
  - ----------------      ----------    ---------------    --------------       ----------------
  
  <S>               <C>                 <C>                <C>                   <C>
  Common Stock,
  $.10 par value    150,000 shares(1)   $18.25(2)          $2,737,500(2)         $943.97(3)
  
  - -------------------------------------------------------------------------------------------
  
  - --------------
  <FN>
  
  (1)   To be offered by the Registrant 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 August 8, 1996 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 1996 Stock Bonus Plan for Senior Executives 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 $.10 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.
  
        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 company which includes
  professional corporations),
  
  
  
  <PAGE>   3
  
  
  60 State Street, Boston, Massachusetts 02109. Thomas E. Neely, Clerk of the
  Registrant, is 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 Registrant has purchased a general liability insurance policy which
  covers certain liabilities of directors and officers of the Registrant 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 Registrant.
  
        The Registrant's Articles of Organization provide that a director of the
  Registrant shall not be personally liable to either the Registrant or the
  Registrant'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.
  
        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 corporation or
                 its shareholders;
  
            (b)  Acts or omissions not in good faith or which involve intentional
                 misconduct or a knowing violation of law;
  
  
  
  
  <PAGE>   4
  
  
            (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 in
                 violation of the corporation's Articles of Organization, at a
                 time when the corporation is insolvent, or which render the
                 corporation insolvent; and the liability of directors for
                 approving loans to officers or directors of the corporation 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 Registrant's By-Laws, the Registrant 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
  Registrant (or, at the request of the Registrant, 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.
  
        Item 9.  Undertakings.
                 -------------
  
        1.    The Registrant 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
  
  
  
  <PAGE>   5
  
  
                          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 Registrant 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 Registrant hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Registrant'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 therein, and the offering of such securities
  at that time shall be deemed to be 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>   6
  
  
                                     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
  8th day of August, 1996.
  
  
                                     AUGAT INC.
  
  
  
                                      By: /s/ John N. Lemasters
                                          ---------------------------------------
                                          John N. Lemasters  
                                          Chairman of the Board and 
                                          Chief Executive Officer
  
  
  
  
  
  
                                  POWER OF ATTORNEY
  
        We, the undersigned officers and directors of Augat Inc. hereby severally
  constitute John N. Lemasters, F. Gordon Bitter 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 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>   7
  <TABLE>
  
           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.
  <CAPTION>
  
       Signature                            Title                            Date
       ---------                            -----                            ----
  <S>                          <C>                                     <C>
  
  John N. Lemasters                             
  _______________________      Chairman of the Board, Chief            )
  John N. Lemasters            Executive Officer and Director          )
                               (Principal Executive Officer)           )
  
  F. Gordon Bitter                             
  _______________________      Vice President and Chief Financial      )
  F. Gordon Bitter             Officer (Principal Financial Officer    )
                               and Accounting Officer)                 )  August 8, 1996
                                                                          
  
  Marcel P. Joseph                             
  _______________________      President, Chief Operating Officer      )
  Marcel P. Joseph             and Director                            )
                                                                       )
  
  Thomas C. McDermott
  _______________________      Director                                )
  Thomas C. McDermott                                                  )
                                                                       )
  
  David V. Ragone
  _______________________      Director                                )
  David V. Ragone                                                      )
                                                                       )
  
  Alan J. Zakon
  _______________________      Director                                )
  Alan J. Zakon                                                        )
                                                                       )
  
  Jerald G. Fishman
  _______________________      Director                                )
  Jerald G. Fishman                                                    )
                                                                       )
  
  John D. Curtin, Jr.
  _______________________      Director                                )
  John D. Curtin, Jr.                                                  )
                                                                       )
  
  Bruce L. Crockett
  _______________________      Director                                )
  Bruce L. Crockett                                                    )
                                                                       )
  
  </TABLE>
  
  
  
  
  <PAGE>   8
  
  
                                    EXHIBIT INDEX
  
  
    Exhibit Number                            Description
    --------------                            -----------
  
          3.1         Restated Articles of Organization of the Registrant
                      (incorporated herein by reference to Exhibit 3(a) to the
                      Registrant's Annual Report on Form 10-K for the year ended
                      December 31, 1995, filed March 28, 1996).
  
          3.2         By-Laws of the Registrant, as amended, (incorporated herein
                      by reference to Exhibit 3(b) to the Registrant's Annual
                      Report on Form 10-K, for the year ended December 31, 1987).
  
          4.1         (a) Specimen Certificate representing shares of the
                      Registrant's $.10 par value Common Stock (incorporated
                      herein by reference to Exhibit 4(a) to the Registrant'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 Registrant's
                      Registration Statement on Form 8-A, dated August 2, 1988).
  
         5.1*         Opinion of Hale and Dorr.
  
         23.1*        Consent of Hale and Dorr (included in Exhibit 5.1).
  
         23.2*        Consent of Deloitte & Touche LLP.
  
         24.1*        Power of Attorney (see signature pages of this Registration
                      Statement).
  
  - --------------
  
  *  Filed herewith.  All other exhibits previously filed.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "AUGAT, INC. FORM S-8", "secsgml_size_bytes": 21294}]
metadata_filer: {"company-data": {"conformed-name": "AUGAT INC", "cik": "0000008462", "assigned-sic": "3714", "irs-number": "042022285", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09969", "film-number": "96608235"}, "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
                                  August 12, 1996
  
  ===============================================================================
  
                         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)
  
                     1996 STOCK BONUS PLAN FOR SENIOR EXECUTIVES
                              (Full title of the plan)
  
                                  F. GORDON BITTER
                     VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                     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 Securities   Amount to be  maximum offering  maximum aggregate       Amount of
  to be Registered      Registered    price per share    offering price       registration fee
  - ----------------      ----------    ---------------    --------------       ----------------
  Common Stock,
  $.10 par value    150,000 shares(1)   $18.25(2)          $2,737,500(2)         $943.97(3)
  
  - -------------------------------------------------------------------------------------------
  
  - --------------
  (1)   To be offered by the Registrant 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 August 8, 1996 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 1996 Stock Bonus Plan for Senior Executives 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 $.10 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.
  
        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 company which includes
  professional corporations),
  3
  
  60 State Street, Boston, Massachusetts 02109. Thomas E. Neely, Clerk of the
  Registrant, is 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 Registrant has purchased a general liability insurance policy which
  covers certain liabilities of directors and officers of the Registrant 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 Registrant.
  
        The Registrant's Articles of Organization provide that a director of the
  Registrant shall not be personally liable to either the Registrant or the
  Registrant'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.
  
        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 corporation or
                 its shareholders;
  
            (b)  Acts or omissions not in good faith or which involve intentional
                 misconduct or a knowing violation of law;
  4
  
            (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 in
                 violation of the corporation's Articles of Organization, at a
                 time when the corporation is insolvent, or which render the
                 corporation insolvent; and the liability of directors for
                 approving loans to officers or directors of the corporation 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 Registrant's By-Laws, the Registrant 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
  Registrant (or, at the request of the Registrant, 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.
  
        Item 9.  Undertakings.
                 -------------
  
        1.    The Registrant 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
  5
  
                          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 Registrant 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 Registrant hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Registrant'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 therein, and the offering of such securities
  at that time shall be deemed to be 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.
  6
  
                                     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
  8th day of August, 1996.
  
                                     AUGAT INC.
  
                                      By: /s/ John N. Lemasters
                                          ---------------------------------------
                                          John N. Lemasters  
                                          Chairman of the Board and 
                                          Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
        We, the undersigned officers and directors of Augat Inc. hereby severally
  constitute John N. Lemasters, F. Gordon Bitter 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 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.
  7
  
           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
       ---------                            -----                            ----
  John N. Lemasters                             
  _______________________      Chairman of the Board, Chief            )
  John N. Lemasters            Executive Officer and Director          )
                               (Principal Executive Officer)           )
  
  F. Gordon Bitter                             
  _______________________      Vice President and Chief Financial      )
  F. Gordon Bitter             Officer (Principal Financial Officer    )
                               and Accounting Officer)                 )  August 8, 1996
                                                                          
  
  Marcel P. Joseph                             
  _______________________      President, Chief Operating Officer      )
  Marcel P. Joseph             and Director                            )
                                                                       )
  
  Thomas C. McDermott
  _______________________      Director                                )
  Thomas C. McDermott                                                  )
                                                                       )
  
  David V. Ragone
  _______________________      Director                                )
  David V. Ragone                                                      )
                                                                       )
  
  Alan J. Zakon
  _______________________      Director                                )
  Alan J. Zakon                                                        )
                                                                       )
  
  Jerald G. Fishman
  _______________________      Director                                )
  Jerald G. Fishman                                                    )
                                                                       )
  
  John D. Curtin, Jr.
  _______________________      Director                                )
  John D. Curtin, Jr.                                                  )
                                                                       )
  
  Bruce L. Crockett
  _______________________      Director                                )
  Bruce L. Crockett                                                    )
                                                                       )
  8
  
                                    EXHIBIT INDEX
  
    Exhibit Number                            Description
    --------------                            -----------
  
          3.1         Restated Articles of Organization of the Registrant
                      (incorporated herein by reference to Exhibit 3(a) to the
                      Registrant's Annual Report on Form 10-K for the year ended
                      December 31, 1995, filed March 28, 1996).
  
          3.2         By-Laws of the Registrant, as amended, (incorporated herein
                      by reference to Exhibit 3(b) to the Registrant's Annual
                      Report on Form 10-K, for the year ended December 31, 1987).
  
          4.1         (a) Specimen Certificate representing shares of the
                      Registrant's $.10 par value Common Stock (incorporated
                      herein by reference to Exhibit 4(a) to the Registrant'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 Registrant's
                      Registration Statement on Form 8-A, dated August 2, 1988).
  
         5.1*         Opinion of Hale and Dorr.
  
         23.1*        Consent of Hale and Dorr (included in Exhibit 5.1).
  
         23.2*        Consent of Deloitte & Touche LLP.
  
         24.1*        Power of Attorney (see signature pages of this Registration
                      Statement).
  
  - --------------
  
  *  Filed herewith.  All other exhibits previously filed.