S-8

As filed with the Securities and Exchange Commission on August 14, 2003

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REGISTRATION STATEMENT

ON FORM S-8

UNDER

THE SECURITIES ACT OF 1933

SOMERA COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	5383 Hollister Avenue Santa Barbara, California 93111	77-0521878
(State of Incorporation)	(Address of principal executive offices, including zip code)	(IRS Employer Identification Number)

1999 Stock Option Plan

1999 Employee Stock Purchase Plan

(Full title of the plans)

C. Stephen Cordial

Chief Financial Officer

SOMERA COMMUNICATIONS, INC.

5383 Hollister Avenue

Santa Barbara, California 93111

(805) 681-3322

(Name, address and telephone number of agent for service)

Copy to:

Jeffrey D. Saper, Esq.

WILSON SONSINI GOODRICH & ROSATI, P.C.

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304-1050

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.001 par value per share, to be issued under the 1999 Stock Option Plan	1,956,086	$	1.615	(1)	$	3,159,079	$	255.57
Common Stock, $0.001 par value per share, to be issued under the 1999 Employee Stock Purchase Plan	167,977	$	1.37275	(1)	$	230,591	$	18.66
TOTAL:	2,124,063		—		$	3,389,670	$	274.23

(1) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee based on the price of $1.615 per share, which was the average of the high and low prices per share of the Common Stock as reported on the Nasdaq National Market on August 11, 2003 (the “Market Price”). The price per share for the Employee Stock Purchase Plan is 85% of the Market Price.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Explanatory Note:

This Registration Statement is filed pursuant to Item E under the general instruction to Form S-8 under the Securities Act of 1933, as amended, with respect to an aggregate of 2,124,063 additional shares of Common Stock that may be issued under the Registrant’s 1999 Stock Option Plan and 1999 Employee Stock Purchase Plan (collectively, the “Plans”) as a result of certain automatic annual increases in the number of shares authorized for issuance under the Plans. The contents of the Registrant’s Form S-8 Registration Statement, Registration No. 333-93295, dated December 21, 1999, relating to the Registrant’s 1999 Stock Option Plan and 1999 Employee Stock Purchase Plan, are incorporated herein by reference.

Item 8.    Exhibits.

Exhibit Number	Description
4.1*	1999 Stock Option Plan and form of agreements thereunder
4.2*	1999 Employee Stock Purchase Plan
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1	Consent of PricewaterhouseCoopers LLP, Independent Auditors
23.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1)
24.1	Power of Attorney (contained on page II-4)

* Previously filed as an exhibit to Registrant’s Registration Statement on Form S-1 (File No. 333-86927), as amended, declared effective by the Securities and Exchange Commission on November 11, 1999.

-1-

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Barbara, State of California, on August 14, 2003.

SOMERA COMMUNICATIONS, INC.
By:	/s/    C. STEPHEN CORDIAL
	C. Stephen Cordial Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rick Darnaby and C. Stephen Cordial, jointly and severally, his attorneys-in-fact, each with full power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities on August 14, 2003.

Signature	Title
/s/    RICK DARNABY Rick Darnaby	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/    C. STEPHEN CORDIAL C. Stephen Cordial	Chief Financial Officer (Principal Financial and Accounting Officer)
/s/    DAN FIRESTONE Dan Firestone	Chairman of the Board
/s/    WALTER G. KORTSCHAK Walter G. Kortschak	Director
/s/    PETER Y. CHUNG Peter Y. Chung	Director
/s/    BARRY PHELPS Barry Phelps	Director
/s/    GIL VARON Gil Varon	Director

INDEX TO EXHIBITS

Exhibit Number	Description
4.1*	1999 Stock Option Plan and form of agreements thereunder
4.2*	1999 Employee Stock Purchase Plan
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1	Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2	Consent of Counsel (contained in Exhibit 5.1)
24.1	Power of Attorney (contained on page II-4)

* Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (File No. 333-86927), as amended, declared effective by the Securities and Exchange Commission on November 11, 1999.

EX-5.1

EXHIBIT 5.1

August 14, 2003

Somera Communications, Inc.

5383 Hollister Avenue

Santa Barbara, California 93111

Re:    Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about August 14, 2003 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of 1,956,086 shares of Common Stock (the “1999 Option Shares”) to be issued under the Company’s 1999 Stock Option Plan (the “1999 Option Plan”) and 167,977 shares of Common Stock (the “ESPP Shares”) to be issued under the Company’s 1999 Employee Stock Purchase Plan (the “ESPP”).

As your legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the 1999 Option Shares and the ESPP Shares (collectively, the “Shares”). It is our opinion that the Shares, when issued and sold in the manner referred to in the 1999 Option Plan and the ESPP (collectively, the “Plans”), and pursuant to the agreements which accompany the Plans, as applicable, will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/    WILSON SONSINI GOODRICH & ROSATI, P.C.

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 28, 2003 relating to the financial statements, which appears in Somera Communications, Inc’s Annual Report on Form 10-K for the year ended December 31, 2002. We also consent to the incorporation by reference of our report dated January 28, 2003 relating to the financial statement schedules, which appears in such Annual Report on Form 10-K.

PricewaterhouseCoopers LLP

/s/    PRICEWATERHOUSECOOPERS LLP

San Jose, California

August 14, 2003