-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HcEJON54iKuy+FjupZ/BwUkC1tDgrwfANHPHsTtmmdOQr2veKtjt8lN2fY0QmfXL naWScLKGymR9kOKMWV8gYg== 0001009675-97-000010.txt : 19970521 0001009675-97-000010.hdr.sgml : 19970521 ACCESSION NUMBER: 0001009675-97-000010 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970520 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAWTEK INC \FL\ CENTRAL INDEX KEY: 0001009675 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 591864440 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-26747 FILM NUMBER: 97611619 BUSINESS ADDRESS: STREET 1: 1818 SOUTH HIGHWAY 441 CITY: APOPKA STATE: FL ZIP: 32703 BUSINESS PHONE: 4078868860 MAIL ADDRESS: STREET 1: 1818 SOUTH HIGHWAY 441 CITY: APOPKA STATE: FL ZIP: 32703 S-3/A 1 FORM S-3/A As filed with the Securities and Exchange Commission on May 19th, 1997 Registration No. 333-26747 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Amendment No. 1 To Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAWTEK INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction or incorporation or organization) 59-1864440 (I.R.S. Employer Identification Number) 1818 South Highway 441, Apopka, Florida 32703 (407) 886-8860 (Address including zip code, and telephone number including area code, of registrant's principal executive offices) Steven P. Miller, 1818 South Highway 441, Apopka, Florida 32703 (407) 886-8860 (Name, address including zip code, and telephone number including area code, of agent for service) Copies to: WILLIAM A. GRIMM, ESQ. ANDREI M. MANOLIU, ESQ. Gray Harris & Robinson, P.A. L. KAY CHANDLER, ESQ. 201 East Pine Street Cooley Godward LLP Suite 1200 Five Palo Alto Square Orlando, Florida 32801 3000 El Camino Real (407) 843-8880 Palo Alto, California 94306-2155 (415) 843-5000 ------------------------------ Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------- Title of Each Class of Proposed Maximum Proposed Maximum Securities to be Amount to be Aggregate Price Per Aggregate Offering Amount of Registration Registered Registered(1) Unit(2) Price Fee - ------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- Common Stock 2,875,000 $30.5625 $87,867,188 $26,626 - -------------------------------------------------------------------------------------------------------------------------- (1) Includes 375,000 shares that the Underwriters have the option to purchase from certain Selling Shareholders to cover over-allotments, if any. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 (c) under the Securities Act of 1933.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. - ----------------------------------------------------- The following is a statement of estimated expenses of the issuance and distribution of the securities being registered other than underwriting compensation:
Estimated --------- Securities and Exchange Commission Registration $ 27,000 NASD Filing Fee 15,000 Blue Sky Fee and Expenses (including attorney's fees and expenses) 15,000 Printing and Engraving Expenses 100,000 Transfer agent Fees and Expenses 5,000 Accounting Fees and Expenses 35,000 Legal Fees and Expenses 225,000 Miscellaneous Expense 78,000 -------- Total $500,000 ========
Item 15. Indemnification of Directors and Officers. - --------------------------------------------------- The Registrant, a Florida corporation, is empowered by Section 607.0850 of the Florida Business Corporation Act, subject to the procedures and limitations stated therein, to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation), by reason of the fact that he is or was a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 607.0850 also empowers a Florida corporation to indemnify any person who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudicated to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any proceeding referred to above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection therewith. The indemnification and advancement of expenses provided pursuant to Section 607.0850 are not exclusive, and a corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees or agents, under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. However, a director, officer, employee or agent is not entitled to indemnification or advancement of expenses if a judgment or other final adjudication establishes that his action or omissions to act were material to the cause of action so adjudicated and constitute (a) a violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (b) a transaction from which the director, officer, employee or agent derived an improper personal benefit; (c) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 of the Business Corporation Act, relating to a director's liability for voting in favor of or asserting to an unlawful distribution, are applicable; or (d) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder. The Registrant's Articles of Incorporation provides that the Company shall indemnify its officers and directors to the extent permitted by Section 607.0850. Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement, the Underwriters have agreed to indemnify the directors, officers and controlling persons of the Registrant against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities under the Securities Act of 1933, as amended. The Registrant maintains an insurance policy covering directors and officers of the Registrant for the wrongful act for which they become legally obligated to pay or for which the Registrant is required to indemnify its directors or officers. Item 16. Exhibits. - ------------------ 1.1 Underwriting agreement (to be filed by amendment). 3.1 Amended and Restated Articles of Incorporation of Sawtek Inc. (incorporated by reference to Registration Statement on Form S-8, File No. 333-10579). 3.11 Amendment to Articles of Incorporation of Sawtek Inc.(incorporated by reference to Form 8-K, File No. 000-28276). 3.2 1996 Bylaws of Sawtek Inc.(incorporated by reference to Registration Statement on Form S-8, File No. 333-11523). 4.1 *Specimen stock certificate. 5.1 Opinion regarding legality (to be filed by amendment). 11.1 Statement regarding computation of per share earnings (previously filed). 21.1 *List of subsidiaries of the Registrant. 23.1 Consent of Ernst & Young LLP (previously filed). 24.1 Power of attorney (previously filed). *Incorporated by reference to Registration Statement on Form S-1, File No.333-1860. Item 17. Undertakings. - ---------------------- The Company hereby undertakes: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of Prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of Prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the provisions described in Item 15 or otherwise, the Company has been advised that in the opinion of the 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 Company of expenses incurred by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceedings) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy and as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Apopka, State of Florida, on the 19th day of May, 1997. SAWTEK INC. By:/s/Steven P. Miller Steven P. Miller Chairman and Chief Executive Officer By:/s/Raymond A. Link Raymond A. Link Vice President-Finance and Chief Financial Officer By:/s/Ronald A. Stribling Ronald A. Stribling Controller and Chief Accounting Officer Pursuant to the requirements of the Securities Act of 1933, this amendment has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 19th day of May, 1997. /s/Neal J. Tolar* /s/Steven P. Miller* Neal J. Tolar Steven P. Miller Senior Vice President and Director Chairman, CEO and Director /s/Robert C. Strandberg* /s/Willis C. Young* Robert C. Strandberg Willis C. Young Director Director /s/Bruce S. White* Bruce S. White Director *By:/s/Raymond A. Link Raymond A. Link Attorney-in-fact -----END PRIVACY-ENHANCED MESSAGE-----