-----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, VSceX6R6+5ze/nU+AnQ55BuslJg21LsEaSy0ClEXbyOWHAtwFehRMUbiXdcmC718 7yYPrNdEI7Qbnvfv+rscxQ== 0000950152-98-009401.txt : 19981207 0000950152-98-009401.hdr.sgml : 19981207 ACCESSION NUMBER: 0000950152-98-009401 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981204 EFFECTIVENESS DATE: 19981204 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: SEC FILE NUMBER: 333-68369 FILM NUMBER: 98764003 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 ALLEN TELECOM INC|EMPLOYEE BEFORE-TAX SAVINGS PLAN 1 As filed with the Securities and Exchange Commission on December 4, 1998 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) ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN (Full Title of the Plan) Robert A. Youdelman, Executive Vice President, Chief Financial Officer and Assistant Secretary Allen Telecom Inc. 25101 Chagrin Blvd., 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)(2) mum Offering mum Aggregate Registration be Registered Price Per Share (3) Offering Price (3) Fee - ----------------------------------------------------------------------------------------------------------------------- Common Shares, par value $1.00 per share 750,000 $ 6.81 $ 5,107,500 $ 1,419.89 Preferred Stock Purchase Rights 750,000 (1) Each share of Common Stock, $1.00 par value per share ("Common Stock") includes one Series C Junior Participating Preferred Stock Purchase Right ("Right"). Each Right, when exercisable, entitles the holder to purchase 0.01 (subject to adjustment in certain events) share of Series C Junior Participating Preferred Stock of the Registrant. Such Rights are not currently exercisable or transferrable independently of the shares of Common Stock. (2) Pursuant to Rule 416 of the Securities Act of 1933 ("Securities Act"), this Registration Statement also covers such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of Allen Telecom Inc. Employee Before- Tax Savings Plan ("Plan"). (3) 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 such securities on the New York Stock Exchange, Composite Transaction Tape on December 2, 1998, within five business days prior to filing.
Exhibit Index Appears on Page 4 Page 1 of 6 Pages 2 Part II Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 33-3487 on Form S-8 as filed by Allen Telecom Inc. (formerly named The Allen Group Inc.) (the "Registrant") with the Securities and Exchange Commission ("SEC") on May 5, 1994 are incorporated herein by reference. Item 8. Exhibits -------- 4(a) Second Restated Certificate of Incorporation (filed as Exhibit 4(a) to Registrant's Registration Statement No. 333-51739 on Form S-8 filed on May 4, 1998, and incorporated herein by reference). 4(b) By-laws, as amended and restated through December 4, 1997 (filed as Exhibit 4(b) to Registrant's Registration Statement No. 333-51739 on Form S-8 filed on May 4, 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. 333-51739 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 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). 5 Opinion of Counsel of McDara P. Folan, III, regarding the legality of the securities being registered. 23(a) Consent of Independent Accountants, PricewaterhouseCoopers LLP, to the incorporation by reference in this registration statement of their reports on the consolidated financial statements and the financial statement schedule included in the Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 1997. 23(b) Consent of Counsel (included in Exhibit 5). 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 December 4, 1998. ALLEN TELECOM INC. By: /s/ Robert G. Paul ---------------------------------------------------- Robert G. Paul, President and Chief Executive Officer Page 2 of 6 Pages 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 the dates indicated.
Signature Title Date --------- ----- ---- /s/ Robert G. Paul President, Chief Executive Officer - ------------------------------------------ and Director (Principal Executive Robert G. Paul Officer) December 4, 1998 /s/ Robert A. Youdelman Executive Vice President, Chief December 4, 1998 - ------------------------------------------ Financial Officer and Assistant Robert A. Youdelman Secretary (Principal Financial Officer) /s/ James L. LePorte, III Vice President, Treasurer and December 4, 1998 - ------------------------------------------ Controller (Principal Accounting James L. LePorte, III Officer) /s/ Philip Wm. Colburn Chairman of the Board and Director December 4, 1998 - ------------------------------------------ Philip Wm. Colburn /s/ Jill K. Conway Director December 4, 1998 - ------------------------------------------ Jill K. Conway /s/ Albert H. Gordon Director December 4, 1998 - ------------------------------------------ Albert H. Gordon /s/ William O. Hunt Director December 4, 1998 - ------------------------------------------ William O. Hunt /s/ J. Chisholm Lyons Vice Chairman of the Board and December 4, 1998 - ------------------------------------------ J. Chisholm Lyons Director Director December 4, 1998 - ------------------------------------------ John F. McNiff /s/ Charles W. Robinson Director December 4, 1998 - ------------------------------------------ Charles W. Robinson /s/ Martyn F. Roetter Director December 4, 1998 - ------------------------------------------ Martyn F. Roetter /s/ William M. Weaver, Jr. Director December 4, 1998 - ------------------------------------------ William M. Weaver, Jr.
Page 3 of 6 Pages 4 EXHIBIT INDEX ------------- 4(a) Second Restated Certificate of Incorporation (filed as Exhibit 4(a) to Registrant's Registration Statement No. 333-51789 on Form S-8 filed on May 4, 1998, and incorporated herein by reference). 4(b) By-laws, as amended and restated through December 4, 1997 (filed as Exhibit 4(b) to Registrant's Registration Statement No. 333-51789 on Form S-8 filed on May 4, 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. 333-51789 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 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). 5 Opinion of Counsel of McDara P. Folan, III, regarding the legality of the securities being registered. 23(a) Consent of Independent Accountants, PricewaterhouseCoopers LLP, to the incorporation by reference in this registration statement of their reports on the consolidated financial statements and the financial statement schedule included in the Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 1997. 23(b) Consent of Counsel (included in Exhibit 5). Page 4 of 6 Pages EX-5 2 EXHIBIT 5 1 Exhibit 5 [ALLEN TELECOM INC. LETTERHEAD] December 4, 1998 McDara P. Folan, III Vice President, Secretary & General Counsel Securities and Exchange Commission Judiciary Plaza 450 5th Street, N.W. Washington, DC 20549 Re: Allen Telecom Inc. Employee Before-Tax Savings Plan --------------------------------------------------- Ladies and Gentlemen: I have acted as counsel for Allen Telecom Inc., a Delaware corporation (the "Registrant"), in connection with the Allen Telecom Inc. Employee Before-Tax Savings Plan (the "Plan"). I have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion, and based thereon, I am of the opinion that: (1) The Registrant's Common Stock, $1.00 par value per share (the "Common Stock"), outstanding on the date hereof that may be purchased by the Plan and delivered to participants in the Plan, will be, when purchased and delivered in accordance with the Plan, duly authorized, validly issued, fully paid and nonassessable so long as the consideration received by the Company is at least equal to the par value of the Common Stock. (2) The Common Stock that may after the date hereof be issued or transferred pursuant to the Plan will be, when issued or transferred in accordance with the Plan, duly authorized, validly issued, fully paid, and nonassessable so long as: (a) the issuance of any newly issued shares, and the transfer of any treasury shares, are, prior to any such issuance or transfer, duly authorized, and (b) the consideration received or to be received by the Registrant is at least equal to the par value of the Common Stock. (3) The participations in the Plan to be extended to the participants in the Plan will be, when extended in accordance with the Plan, validly issued. 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/ McDara P. Folan, III McDara P. Folan, III Page 5 of 6 Pages EX-23.A 3 EXHIBIT 23(A) 1 Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of our reports dated February 13, 1998 on our audits of the consolidated financial statements and financial statement schedule of Allen Telecom Inc. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Cleveland, Ohio December 4, 1998 Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----