-----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, NkZMFbIlZwPeKYLEYGqbGh8fdKh7pH0iUQjN1z+0QMQko5cSnMAQc/nfvX0pzmmy RYOsWz8tGwKmjBUeidrIFQ== 0000950152-02-005604.txt : 20020722 0000950152-02-005604.hdr.sgml : 20020722 20020722094850 ACCESSION NUMBER: 0000950152-02-005604 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020722 EFFECTIVENESS DATE: 20020722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLEN TELECOM INC CENTRAL INDEX KEY: 0000003721 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 380290950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-96861 FILM NUMBER: 02707268 BUSINESS ADDRESS: STREET 1: 25101 CHAGRIN BLVD # 350 CITY: BEACHWOOD STATE: OH ZIP: 44122-5619 BUSINESS PHONE: 2167655818 FORMER COMPANY: FORMER CONFORMED NAME: ALLEN GROUP INC DATE OF NAME CHANGE: 19920703 S-8 1 l95412asv8.txt ALLEN TELECOM INC. FORM S-8 As filed with the Securities and Exchange Commission on July 22, 2002 Registration No. ________________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ----------------- ALLEN TELECOM INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 38-0290950 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization) 25101 Chagrin Boulevard Beachwood, Ohio 44122 (Address of Principal Executive Offices Including Zip Code) AMENDED AND RESTATED 1994 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN (Full Title of the Plan) Robert A. Youdelman, Executive Vice President Chief Financial Officer and Assistant Secretary Allen Telecom Inc. 25101 Chagrin Boulevard Beachwood, Ohio 44122 (Name and Address of Agent For Service) (216) 765-5800 (Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE
======================================================================================================================== Title of Amount to be Proposed Maxi- Proposed Maxi- Amount of Securities to Registered(1) mum Offering mum Aggregate Registration be Registered Price Per Share(2) Offering Price(2) Fee Common Stock, par value 250,000 $ 4.23 $ 1,057,500 $ 97.29 $1.00 per share(3) ========================================================================================================================
(1) Pursuant to Rule 416 of the Securities Act of 1933 ("Securities Act"), this Registration Statement also covers such additional shares of Common Stock, par value $1.00 per share ("Common Stock"), as may become issuable pursuant to the anti-dilution provisions of the Allen Telecom Inc. Amended and Restated 1994 Non-Employee Directors Stock Option Plan ("Plan"). (2) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of the Common Stock on the New York Stock Exchange on July 15, 2002, within five business days prior to filing. (3) One Series C Junior Participating Preferred Stock Purchase Right ("Right") will also be issued with respect to each share of Common Stock. The terms of the Rights are described in the Form 8-A filed by the Registrant on January 9, 1998. Exhibit Index Appears on Page 5 Part II Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 033-53499 on Form S-8 as filed by Allen Telecom Inc. (formerly named, The Allen Group Inc.) ("Registrant") with the Securities and Exchange Commission ("SEC") on May 5, 1994, is incorporated herein by reference. Item 8. EXHIBITS 4(a) Third Restated Certificate of Incorporation (filed as Exhibit 4(a) to Registrant's Registration Statement No. 333-96805 on Form S-8 filed on July 19, 2002, and incorporated herein by reference). 4(b) By-laws, as amended and restated through February 16, 1999 (filed as Exhibit 3(b) to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, and incorporated herein by reference). 4(c) Certificate of Designation, Preferences and Rights of Series C Junior Participating Preferred Stock (filed as Exhibit 4(c) to Registrant's Registration Statement No. 033-53499 on Form S-8 filed on May 4, 1998, and incorporated herein by reference). 4(d) Rights Agreement, dated as of January 20, 1998, between the Registrant and Fifth Third Bank (as successor to Harris Trust Company of New York), as Rights Agent (filed as Exhibit Number 4.1 to Registrant's Registration Statement on Form 8-A filed January 9, 1998 and incorporated herein by reference). 4(e) Form of Certificate of Designation for the Series D 7.75% Convertible Preferred Stock (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, and incorporated herein by reference and made a part hereof). 4(f) Amended and Restated 1994 Non-Employee Directors Stock Option Plan (filed as Exhibit B to the Registrant's Proxy Statement dated March 16, 2001 and incorporated herein by reference). 5 Opinion of Counsel of Laura C. Meagher, regarding the legality of the securities being registered. 23(a) Independent Auditors' Consent, Deloitte & Touche LLP. 23(b) Consent of Counsel (included in Exhibit 5). 24 Power of Attorney. 2 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 Beachwood, State of Ohio, on July 19, 2002. ALLEN TELECOM INC. By: /s/ Robert A. Youdelman ------------------------------------- Robert A. Youdelman, Executive Vice President and Chief Financial Officer 3 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on July 19, 2002.
Signature Title - --------- ----- * President and Chief Executive Officer and Director - -------------------------------------- (Principal Executive Officer) Robert G. Paul * Executive Vice President and Chief Financial - -------------------------------------- Officer (Principal Financial Officer) Robert A. Youdelman * Vice President - Finance (Principal Accounting - -------------------------------------- Officer) James L. LePorte, III * Director - -------------------------------------- Sheldon I. Ausman * Chairman of the Board and Director - -------------------------------------- Philip Wm. Colburn * Vice Chairman of the Board and Director - -------------------------------------- J. Chisholm Lyons * Director - -------------------------------------- Charles W. Robinson * Director - -------------------------------------- Martyn F. Roetter * Director - -------------------------------------- Gary B. Smith * Director - -------------------------------------- Kathleen M. H. Wallman
* Robert A. Youdelman, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and execute this Registration Statement on behalf of the above indicated officers and directors thereof (constituting a majority of the directors) pursuant to a power of attorney filed with the Securities and Exchange Commission. July 19, 2002 By:/s/ Robert A. Youdelman --------------------------------------- Robert A. Youdelman, Attorney-in-Fact 4 EXHIBIT INDEX 4(a) Third Restated Certificate of Incorporation (filed as Exhibit 4(a) to Registrant's Registration Statement No. 333-96805 on Form S-8 filed on July 19, 2002, and incorporated herein by reference). 4(b) By-laws, as amended and restated through February 16, 1999 (filed as Exhibit 3(b) to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, and incorporated herein by reference). 4(c) Certificate of Designation, Preferences and Rights of Series C Junior Participating Preferred Stock (filed as Exhibit 4(c) to Registrant's Registration Statement No. 033-53499 on Form S-8 filed on May 4, 1998, and incorporated herein by reference). 4(d) Rights Agreement, dated as of January 20, 1998, between the Registrant and Fifth Third Bank (as successor to Harris Trust Company of New York), as Rights Agent (filed as Exhibit Number 4.1 to Registrant's Registration Statement on Form 8-A filed January 9, 1998 and incorporated herein by reference). 4(e) Form of Certificate of Designation for the Series D 7.75% Convertible Preferred Stock (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, and incorporated herein by reference and made a part hereof). 4(f) Amended and Restated 1994 Non-Employee Directors Stock Option Plan (filed as Exhibit B to the Registrant's Proxy Statement dated March 16, 2001 and incorporated herein by reference). 5 Opinion of Counsel of Laura C. Meagher, regarding the legality of the securities being registered. 23(a) Independent Auditors' Consent, Deloitte & Touche LLP. 23(b) Consent of Counsel (included in Exhibit 5). 24 Power of Attorney. 5 EX-5 3 l95412aexv5.txt EXHIBIT 5 Exhibit 5 [ALLEN TELECOM INC. LETTERHEAD] July 19, 2002 Securities and Exchange Commission Judiciary Plaza 450 5th Street Washington, DC 20549 Re: Allen Telecom Inc. Amended and Restated 1994 Non-Employee Directors Stock Option Plan Ladies and Gentlemen: I have acted as counsel for Allen Telecom Inc., a Delaware corporation ("Registrant"), in connection with the Allen Telecom Inc. Amended and Restated 1994 Non-Employee Directors Stock Option Plan ("Plan"). I have examined such documents, records and matters of law as I have deemed necessary for purposes of this opinion, and based thereupon, I am of the opinion that: 1. The Registrant's shares of Common Stock, par value $1.00 per share ("Common Stock") that may be issued or transferred and sold pursuant to the Plan and the authorized forms of agreement thereunder ("Agreements") will be, when issued or transferred and sold in accordance with the Plan and such Agreements, duly authorized, validly issued, fully paid and nonassessable. 2. When issued in accordance with the Rights Agreement dated as of January 20, 1998 between Registrant and Fifth Third Bank (as successor to Harris Trust Company of New York), as Rights Agent (the "Rights Agreement"), the Series C Junior Participating Preferred Stock Purchase Rights ("Rights") will be validly issued. For purposes of the opinion set forth in paragraph 1, I have assumed that shares of Common Stock when issued or transferred and sold in accordance with the Plan, will have been reserved for issuance from the authorized Common Stock of the Company within the limits of the Common Stock then remaining authorized but unreserved and unissued. The opinion set forth in paragraph 2 is limited to the valid issuance of the Rights under the corporation laws of the State of Delaware. I do not express any opinion herein with respect to any other aspect of the Rights, the effect of equitable principles or fiduciary considerations relating to the adoption of the Rights Agreement or the issuance of the Rights or the enforceability of any particular provisions of the Rights Agreement. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 filed by the Registrant to effect registration of the Common Stock to be issued and sold pursuant to the Plan under the Securities Act of 1933. Very truly yours, /s/ Laura C. Meagher Laura C. Meagher EX-23.A 4 l95412aexv23wa.txt EXHIBIT 23(A) Exhibit 23(a) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of the Allen Telecom Inc. Amended and Restated 1994 Non-Employee Directors Stock Option Plan on Form S-8 of our report dated February 13, 2002, appearing in the Annual Report on Form 10-K of Allen Telecom Inc. and Subsidiaries for the year ended December 31, 2001. /s/ Deloitte & Touche LLP Cleveland, Ohio July 19, 2002 EX-24 5 l95412aexv24.txt EXHIBIT 24 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Allen Telecom Inc., a Delaware corporation ("the Company"), hereby constitutes and appoints Robert G. Paul, Robert A. Youdelman and Laura C. Meagher, and each of them, as true and lawful attorney or attorneys-in-fact for the undersigned, with full power of substitution and revocation, for him or her and in his or her name, place and stead, to sign on his or her behalf as an officer or director of the Company a Registration Statement or Registration Statements on Form S-8 pursuant to the Securities Act of 1933 concerning certain Common Shares of the Company to be offered in connection with the Company's Amended and Restated 1994 Non-Employee Directors Stock Option Plan, and to sign any and all amendments or post-effective amendments to such Registration Statement(s), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission or any state regulatory authority, granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 18th day of July, 2002. /s/ Robert G. Paul /s/ J. Chisholm Lyons - ---------------------------------------------- ---------------------------------------------- Robert G. Paul J. Chisholm Lyons President and Chief Executive Officer Vice Chairman of the Board and Director and Director (Principal Executive Officer) /s/ Robert A. Youdelman /s/ Charles W. Robinson - ---------------------------------------------- ---------------------------------------------- Robert A. Youdelman Charles W. Robinson Executive Vice President and Chief Financial Officer Director (Principal Financial Officer) /s/ James L. Leporte, III /s/ Martyn F. Roetter - ---------------------------------------------- ---------------------------------------------- James L. LePorte, III Martyn F. Roetter Vice-President-Finance (Principal Accounting Officer) Director /s/ Sheldon I. Ausman /s/ Gary B. Smith - ---------------------------------------------- ---------------------------------------------- Sheldon I. Ausman Gary B. Smith Director Director /s/ Philip Wm. Colburn /s/ Kathleen M. H. Wallman - ---------------------------------------------- ---------------------------------------------- Philip Wm. Colburn Kathleen M. H. Wallman Chairman of the Board and Director Director
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