-----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, ND8hmw/Me59ZySlp6TmbfNBFk/2IrdoS+y1v/m+UtTbzNlwrdDsUlw5MwTXzV0Xm nplrrTkWVMAiqNRq8q5L1g== 0000891554-99-000873.txt : 19990506 0000891554-99-000873.hdr.sgml : 19990506 ACCESSION NUMBER: 0000891554-99-000873 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990505 EFFECTIVENESS DATE: 19990505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADYNE COMSTREAM INC CENTRAL INDEX KEY: 0000718573 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 112569467 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-67469 FILM NUMBER: 99610755 BUSINESS ADDRESS: STREET 1: 3138 EAST ELWOOD STREET CITY: PHOENIX STATE: AZ ZIP: 85034 BUSINESS PHONE: 6024379620 MAIL ADDRESS: STREET 1: 3138 EAST ELWOOD STREET CITY: PHOENIX STATE: AZ ZIP: 85034 FORMER COMPANY: FORMER CONFORMED NAME: RADYNE CORP DATE OF NAME CHANGE: 19920703 S-8 POS 1 POST-EFFECTIVE AMENDMENT NO. 1 Registration No. 333-67469 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- Post-Effective Amendment No. 1 To FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RADYNE COMSTREAM INC. (Exact name of registrant as specified in its charter) New York (State or other jurisdiction of incorporation or organization) 11-2569467 (I.R.S. Employer Identification No.) 3138 E. Elwood Street Phoenix, Arizona 85034 (Address of Principal Executive offices) 1996 Incentive Stock Option Plan (Full title of the plan) John B. Wade, III, Esq. Dorsey & Whitney LLP 250 Park Avenue New York, New York 10177 (212) 415-9200 (Name, Address and Telephone Number of Agent for Service) This Post-Effective Amendment to the Registration Statement shall become effective immediately upon filing as provided in Rule 464 under the Securities Act of 1933. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Explanatory Note The purpose of this Amendment is to amend the Exhibit Index and add Exhibits 4.1 and 4.2. Item 8. Exhibits. See the Exhibit Index on page II-4 of this Registration Statement. II-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 the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on May 4, 1999. RADYNE COMSTREAM INC. By: /s/ ROBERT C. FITTING -------------------------------- Robert C. Fitting President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date - --------- ----- ---- /s/ ROBERT C. FITTING President, Chief May 4, 1999 - ------------------------ Executive Officer, Robert C. Fitting Director II-2 /s/ GARRY D. KLINE Vice President - Finance May 4, 1999 - -------------------------- (Principal Financial and Garry D. Kline Accounting Officer) /s/ LIM MING SEONG* Chairman of the May 4, 1999 - -------------------------- Board of Directors Lim Ming Seong /s/ LEE YIP LOI * Director May 4, 1999 - -------------------------- Lee Yip Loi /s/ CHAN WEE PIAK* Director May 4, 1999 - -------------------------- Chan Wee Piak /s/ ROBERT A. GRIMES* Director May 4, 1999 - -------------------------- Robert A. Grimes /s/ DENNIS ELLIOTT* Director May 4, 1999 - -------------------------- Dennis Elliott * By: /s/ Robert C. Fitting -------------------------- Robert C. Fitting Attorney-in-Fact II-3 EXHIBIT INDEX Exhibit No. 4.0 - Amendment No. 1 to Registrant's 1996 Incentive Stock Option Plan, including forms of option agreements.* 4.1 - Amendment No. 2 to Registrant's 1996 Incentive Stock Option Plan. 4.2 - Amendment No. 3 to Registrant's 1996 Incentive Stock Option Plan. 5 - Opinion of Dorsey & Whitney LLP* 24.a - Consent of Dorsey & Whitney LLP (included in Exhibit 5)*. 24.b - Consent of Deloitte & Touche LLP* * Previously filed II-4 EX-4.1 2 AMENDMENT NO. 2/1996 INCENTIVE STOCK OPTION PLAN EXHIBIT 4.1 RADYNE CORP. Amendment No. 2 to 1996 Incentive Stock Option Plan WHEREAS on November 5, 1998, the Shareholders approved the adoption of Amendment No. 1 to the Corporation's 1996 Incentive Stock Option Plan (the "Plan"), which amendment increased by 900,000 the number of shares of the Corporation's Common Stock which are available for the grant of options under the Plan; WHEREAS, in connection with such amendment, the Corporation has filed an Application to Register Securities with the California Securities Commission (the "Application"); WHEREAS Rule 260.140.45 of Title 10, California Code of Regulations (the "30% Rule") requires the approval of holders of at least two-thirds of the shares of Common Stock in the event that the total number of shares issuable upon exercise of all outstanding options and the total number of shares called for under any stock bonus or similar plan shall exceed 30% of the outstanding shares of the Corporation; WHEREAS, under certain circumstances, the above described amendment to the Plan, together with previously granted options which remain outstanding under the Plan, could result in a situation where there would be outstanding options exercisable for in excess of 30% of the Corporation's shares; and WHEREAS the Shareholders consider it to be in the best interests of the Corporation for them to grant the approval required under the 30% Rule, in order that the Application can be accepted and options can be granted under the Plan to California employees; NOW, THEREFORE, IT IS HEREBY RESOLVED that the total number of shares of Common Stock of the Corporation issuable on the exercise of all options at any one time outstanding under the Plan or otherwise (subject to any exclusions set forth in Rule 260.140.45 of Title 10, California Code of Regulations (the 30% Rule")) and the total number of shares of Common Stock called for under any stock bonus or similar plan may exceed 30%, but shall not exceed 35%, of the then outstanding shares of Common Stock, calculated in accordance with the conditions and exclusions of the 30% Rule; and RESOLVED, FURTHER, that the Plan, as amended by Amendment No. 1, be further amended by adding the following sentence to the end of Section 5 thereof: "Notwithstanding the foregoing, at no time shall the total number of shares of Common Stock issuable upon the exercise of all outstanding options and the total number of shares of Common Stock provided for under any stock bonus or similar plan of the Company exceed 35% of the outstanding shares of Common Stock, as calculated in accordance with the conditions and exclusions of Rule 260.140.45 of Title 10, California Code of Regulations, based on the shares of the Company which are outstanding at the time the calculation is made." The date of the foregoing amendment is February 9, 1999. -2- EX-4.2 3 AMENDMENT NO. 3/1996 INCENTIVE STOCK OPTION PLAN EXHIBIT 4.2 RADYNE COMSTREAM INC. Amendment No. 3 to 1996 Incentive Stock Option Plan WHEREAS Radyne ComStream Inc., a New York corporation (the "Company"), considers it desirable and in its best interests that employees of the Company and its subsidiaries and non-employee directors of the Company be given an inducement to acquire a proprietary interest in the Company as an added incentive to advance the interests of the Company; WHEREAS on November 13, 1996, the Company's Board of Directors (the "Board") adopted its 1996 Incentive Stock Option Plan (the "Plan"); WHEREAS the Plan was amended on October 6, 1998 and February 9, 1999; and WHEREAS the Company has determined that the Plan should be further amended to make non-employee directors eligible to receive options under the Plan. NOW, THEREFORE, the Plan is amended as follows: 1. The first sentence of Section 3 of the Plan is hereby amended to read as follows: All employees of the Company and its subsidiaries and all directors of the Company who are not employees of the Company or any subsidiary thereof ("Non-Employee Directors") may be offered an opportunity to participate in the Plan as herein provided. 2. The first paragraph of Section 7 of the Plan is hereby amended to read as follows: Notwithstanding any other provision of the Plan or any agreement evidencing options granted hereunder, each option granted under the Plan shall terminate not later than ten (10) years (five (5) years in the case of an option granted to a Major Shareholder) after the date on which it was granted. Each option granted to an employee of the Company or a subsidiary thereof under the Plan shall be exercisable by the option holder only while he is an employee of the Company, or of a parent or subsidiary of the Company, subject to the provisions of Sections 10, 11 and 12 hereof. Each option granted to a Non-Employee Director under the Plan shall be exercisable by the option holder only while he is a director of the Company, subject to the provisions of Sections 10 and 11 hereof. The date of grant of an option shall, for all purposes, be the date on which the Board makes the determination granting such option. 3. The first paragraph of Section 10 of the Plan is hereby amended to read as follows: Upon termination of employment or status as a Non-Employee Director for any reason, except as provided in Section 11 or 12 hereof or in the agreement evidencing such option, a person to whom an option is granted may, at any time within three (3) months after the date of such termination (but in no event later than the date of expiration of the option under the provisions of Section 7 hereof or those of any agreement evidencing such option), exercise the option to the extent, and only to the extent, he was entitled to do so on the date of termination. Any options of terminated optionees not so exercised shall forthwith terminate. 4. Section 11 of the Plan is hereof amended to read as follows: If any person to whom an option has been granted shall die (i) during the period of his employment by the Company or a parent or subsidiary thereof or in the status of a Non-Employee Director or within three (3) months after the termination of such employment or status and (ii) holding an option which has not been fully exercised, his estate or any person who acquired the right to exercise the option by bequest or inheritance or by reason of the death of such person may, at any time during the six (6) month period (or such longer period as the Board shall in its discretion provide in the agreement evidencing such option) after the date of such death (but in no event after the option has expired under the provisions of Section 7 hereof) exercise the option with respect to the unexercised balance of the shares subject to the option to the extent, and only to the extent, the decedent could have exercised the option immediately before death. 5. Section 13 of the Plan is hereby amended to read as follows: Each person to whom a stock option is granted under the Plan shall be required to enter into a stock option agreement with the Company, providing, inter alia, that he shall obligate himself: (1) not to disclose any trade or secret data or any other confidential information acquired by him during his employment by the Company or a parent or subsidiary of the Company or while acting as a Non-Employee Director; and (2) to abide by all the terms and conditions of the Plan and such other terms and conditions as may be imposed by the Board. 6. All options granted to Non-Employee Directors under the Plan shall be evidenced by option agreements in such form as may be approved by the Board of Directors of the Company consistent with the terms of the Plan, as modified; 7. This Amendment shall be of no force or effect unless approved, by a majority vote of the shareholders of the Company, within 12 months following the date set forth in the succeeding paragraph; and 8. This Amendment shall be considered effective as of April 27, 1999. -----END PRIVACY-ENHANCED MESSAGE-----