-----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, BVoQlFgh6FZSMvKBw5rqcyvzVwFmQT5OHGjotUHLvNe6/GjSNnseVjgu8XieIO3G 7Wc+V3FKalJGqNRr5htygA== 0000914317-01-500483.txt : 20020410 0000914317-01-500483.hdr.sgml : 20020410 ACCESSION NUMBER: 0000914317-01-500483 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011114 EFFECTIVENESS DATE: 20011114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELAXIS COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000712511 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 042751645 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-73318 FILM NUMBER: 1789169 BUSINESS ADDRESS: STREET 1: 20 INDUSTRIAL DRIVE EAST CITY: SOUTH DEERFIELD STATE: MA ZIP: 01373 BUSINESS PHONE: 4136658551 MAIL ADDRESS: STREET 1: 20 INDUSTRIAL DRIVE EAST STREET 2: P O BOX 109 CITY: SOUTH DEERFEILD STATE: MA ZIP: 013730109 FORMER COMPANY: FORMER CONFORMED NAME: MILLITECH CORP DATE OF NAME CHANGE: 19990913 S-8 1 s8form-41539_11901.txt As filed with the Securities and Exchange Commission on November 14, 2001 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Telaxis Communications Corporation (Exact name of registrant as specified in its charter) Massachusetts 04-2751645 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 20 Industrial Drive East South Deerfield, Massachusetts 01373 (Address of principal executive offices) (Zip code) TELAXIS COMMUNICATIONS CORPORATION 1997 STOCK PLAN (Full title of the plan) JOHN L. YOUNGBLOOD President and Chief Executive Officer TELAXIS COMMUNICATIONS CORPORATION 20 Industrial Drive East South Deerfield, Massachusetts 01373 (Name and address of agent for service) (413) 665-8551 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ======================================================================================================================== Proposed Proposed maximum aggregate Amount of Title of securities Amount to be maximum offering offering price registration to be registered registered (1) price per share fee - ------------------------------------------------------------------------------------------------------------------------ Common stock, $.01 par value (2)... 112,500 (3) $ .34 (4) $ 38,250 (4) $ 9.56 ========================================================================================================================
(1) Pursuant to Rule 416, this Registration Statement also relates to such indeterminate number of additional shares as may be necessary to satisfy the antidilution provisions of the 1997 Stock Plan (the "Plan") to which this Registration Statement relates. (2) Each share includes one right to purchase shares of the registrant's class one participating cumulative preferred stock pursuant to the registrant's right agreement dated as of May 18, 2001. (3) Represents shares of common stock reserved for issuance pursuant to awards available for grant under the Plan. (4) The proposed maximum offering price per share of common stock and the proposed maximum aggregate offering price are calculated solely for the purpose of determining the registration fee pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933, based on the average of the high and low sales prices of the common stock as reported on the Nasdaq National Market on November 12, 2001. This registration statement covers 112,500 shares of common stock issuable pursuant to our 1997 Stock Plan. These shares are in addition to the shares of common stock registered pursuant to the registration statement on Form S-8, File No. 333-30450, which we filed with the Securities and Exchange Commission on February 15, 2000. The contents of our registration statement on Form S-8, File No. 333-30450, are incorporated herein by reference. The following exhibits are filed herewith: Exhibit Number Description ------ ----------- 5.1 Opinion of Foley, Hoag & Eliot LLP. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Certified Public Accountants. 23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1). 24.1 Power of Attorney (contained on the signature page). 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 Town of South Deerfield, Commonwealth of Massachusetts on November 14, 2001. TELAXIS COMMUNICATIONS CORPORATION By: /s/ John L. Youngblood ------------------------------------- John L. Youngblood President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS that each individual whose signature appears below hereby constitutes and appoints John L. Youngblood and Dennis C. Stempel, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing which they, or any of them, may deem necessary or advisable to be done in connection with this registration statement, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or any substitute or substitutes for him, any or all of them, may lawfully 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 and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ John L. Youngblood President, Chief Executive Officer November 14, 2001 - ----------------------- and Director (principal executive John L. Youngblood officer) /s/ Dennis C. Stempel Vice President, Chief Financial November 14, 2001 - ----------------------- Officer and Treasurer (principal Dennis C. Stempel financial and accounting officer) 3 Signature Title Date - --------- ----- ---- /s/ Albert E. Paladino Chairman of the Board of Directors November 14, 2001 - ----------------------- Albert E. Paladino /s/ Allan M. Doyle, Jr. Director November 14, 2001 - ----------------------- Allan M. Doyle, Jr. /s/ David A. Norbury Director November 14, 2001 - ----------------------- David A. Norbury /s/ Carol B. Armitage Director November 14, 2001 - ----------------------- Carol B. Armitage /s/ Raphael Amit Director November 14, 2001 - ----------------------- Raphael Amit 4 EXHIBIT INDEX Exhibit No. Description ------- ----------- 5.1 Opinion of Foley, Hoag & Eliot LLP. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Certified Public Accountants. 23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1). 24.1 Power of Attorney (contained on the signature page). 5 EX-5.1 3 exhibit5-1.txt Exhibit 5.1 November 14, 2001 Telaxis Communications Corporation 20 Industrial Drive East South Deerfield, Massachusetts 01373 Re: Telaxis Communications Corporation 1997 Stock Plan We are familiar with the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Telaxis Communications Corporation, a Massachusetts corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the offering by the Company of up to 112,500 shares (the "Shares") of its common stock, par value $0.01 per share, issuable upon exercise of stock options and pursuant to other awards granted or to be granted pursuant to the Telaxis Communications Corporation 1997 Stock Plan (the "Plan"). In arriving at the opinion expressed below, we have examined and relied on the articles of organization of the Company, as amended to date, the by-laws of the Company, as amended to date, the records of meetings and consents of the Board of Directors and stockholders of the Company provided to us by the Company, the Registration Statement, the Registration Statement on Form S-8, File No. 333-30450, filed by the Company with the SEC on February 15, 2000, and the Plan. In addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such examination of law, as we have deemed appropriate as a basis for the opinion expressed below. This opinion is limited solely to the laws of The Commonwealth of Massachusetts as applied by courts located in Massachusetts. We assume that all Shares to be issued upon exercise of options or pursuant to other awards granted or to be granted pursuant to the Plan will be issued in accordance with the terms of the Plan and that the purchase price of the Shares, or the value of other consideration received or to be received by the Company for the award of Shares, will be greater than or equal to the par value per share of the Shares. Based upon and subject to the foregoing, it is our opinion that the Shares, when issued and delivered upon the exercise of options or pursuant to other awards duly granted pursuant to the Plan and against the receipt of the purchase price or other consideration therefor, will be validly issued, fully paid and nonassessable. 6 This opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. FOLEY HOAG & ELIOT LLP By: /s/ John D. Hancock --------------------------- a Partner 7 EX-23.1.TXT 4 exhibit23-1.txt 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 February 14, 2001, relating to the financial statements and financial statements schedule, which is included in Telaxis Communications Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. /s/ PricewaterhouseCoopers LLP Hartford, Connecticut November 13, 2001 -----END PRIVACY-ENHANCED MESSAGE-----