-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, YCKFGe16rnnEC9AuQs8v47S2/rhwxYCaaxcGlq1A01HZpkcGFmpF0o/0tlawCzcM zNWkTTSvPJwUg9iHHzkPTQ== 0000912057-95-005183.txt : 199507070000912057-95-005183.hdr.sgml : 19950707 ACCESSION NUMBER: 0000912057-95-005183 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950706 EFFECTIVENESS DATE: 19950725 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA AMPLIFIER INC CENTRAL INDEX KEY: 0000730255 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 953647070 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60879 FILM NUMBER: 95552348 BUSINESS ADDRESS: STREET 1: 460 CALLE SAN PABLO CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8059879000 MAIL ADDRESS: STREET 1: 460 CALLE SAN PABLO CITY: CAMARILLO STATE: CA ZIP: 93012 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on July 6, 1995 Registration No 33- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-8 Registration Statement Under The Securities Act of 1933 --------------------- CALIFORNIA AMPLIFIER, INC. (Exact name of registrant as specified in its charter) 460 CALLE SAN PABLO CAMARILLO, CALIFORNIA 93012 (805) 987-9000 DELAWARE 95-3647070 (State or other jurisdiction of (Address including zip code, and telephone (I.R.S. Employer incorporation or organization) number, including area code of Identification Number) Registrant's principal executive offices)
1989 KEY EMPLOYEE STOCK OPTION PLAN (Full Title of the Plan) MICHAEL R. FERRON VICE PRESIDENT, FINANCE CALIFORNIA AMPLIFIER, INC. 460 CALLE SAN PABLO CAMARILLO, CALIFORNIA 93012 (805) 987-9000 (Name, address including zip code, and telephone number, including area code, of agent for service) --------------------- WITH A COPY TO: PETER F. ZIEGLER, ESQ. GIBSON, DUNN & CRUTCHER 333 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071 (213) 229-7000 --------------------- CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ Proposed Proposed Maximum Title of Securities Amount to Maximum Offering Aggregate Offering Amount of to be Registered be Registered(1) Price Per Share(2) Price(2) Registration Fee(3) - ------------------------------------------------------------------------------------------------------------ Common Stock, par value $.01 per share 400,000 $10.68 $4,272,000.00 $1,473.10 - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ (1) The Registrant previously registered 100,000 shares of its Common Stock with respect to its 1989 Key Employee Stock Option Plan (the "Plan") on Form S-8 (No. 33-31427), an additional 400,000 shares of its Common Stock with respect to the Plan on Form S-8 (No. 33-36944), and an additional 400,000 shares of its Common Stock with respect to the Plan on Form S-8 (No. 33-72704). (2) Estimated solely for purposes of determining the registration fee. (3) Calculated pursuant to Rule 457(h) based on the average of the high and low prices of the Registrant's Common Stock ($10.68) as reported on the NASDAQ National Market System on June 29, 1995.
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- INCORPORATION BY REFERENCE California Amplifier, Inc.'s Annual Report on Form 10-K for the fiscal year ended March 4, 1995, and the contents of Registration Statement No. 33-31427, Post Effective Amendment No. 1 to Registration Statement No. 33-31427, Registration Statement No. 33-36944, and Registration Statement No. 33-72704 heretofore filed with the Securities and Exchange Commission are hereby incorporated in this Registration Statement by reference. REGISTRATION OF ADDITIONAL SECURITIES SHARE INCREASE AMENDMENT On May 4, 1989, the Board of Directors of the Company approved and adopted the California Amplifier, Inc. 1989 Key Employee Stock Option Plan (the "1989 Plan"). The 1989 Plan provides for the grant of "incentive options" and "non-qualified options." On September 26, 1994, the Board of Directors adopted and approved, subject to stockholder approval, an amendment to the 1989 Plan to increase the number of shares of the Registrant's $.01 par value common stock (the "Common Stock") that may be acquired upon the exercise of options under the 1989 Plan from an aggregate of 900,000 shares to an aggregate of 1,300,000 shares (the "Share Increase Amendment"), subject to adjustments to prevent dilution as specified in Section 10 of the 1989 Plan. The additional 400,000 shares of Common Stock that may be acquired upon exercise of options under the 1989 Plan, as amended by the Share Increase Amendment, are being registered hereby and have been listed with the NASDAQ National Market System. INDIVIDUAL GRANT LIMITATION AMENDMENT On September 26, 1994, the Board approved an amendment to the 1989 Plan which provides that no employee shall be eligible to be granted options for in excess of 250,000 shares of common stock, subject to adjustments to prevent dilution as specified in Section 10 of the 1989 Plan. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits 4.10 Amendment No. 3 to the 1989 Key Employee Stock Option Plan 5.1 Opinion of Gibson, Dunn & Crutcher 23.1 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP, independent public accountants 3 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 Camarillo, State of California, on this 31st day of May 1995. CALIFORNIA AMPLIFIER, INC. By: /s/ IRA CORON ------------------------------------ Ira Coron, Chairman, Chief Executive Officer and Director 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/ IRA CORON Chairman, Chief Executive May 31, 1995 - -------------------------- Officer and Director Ira Coron (Principal Executive Officer) /s/ DAVID R. NICHOLS Executive Vice President, May 31, 1995 - -------------------------- Operations and Director David R. Nichols /s/ MICHAEL R. FERRON Vice President, Finance, May 31, 1995 - -------------------------- Chief Financial Officer Michael R. Ferron and Secretary (Principal Financial and Accounting Officer) /s/ WILLIAM E. McKENNA Director May 31, 1995 - -------------------------- William E. McKenna /s/ ARTHUR H. HAUSMAN Director May 31, 1995 - -------------------------- Arthur H. Hausman 4 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 4.10 Amendment No. 3 to the 1989 Key Employee Stock Option Plan 5.1 Opinion of Gibson, Dunn & Crutcher 23.1 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP, independent public accountants 5 EX-4.10 2 AMEND. #3 TO 1989 KEY EMPLOYEE STOCK OPTION PLAN EXHIBIT 4.10 AMENDMENT NO. 3 TO CALIFORNIA AMPLIFIER, INC. 1989 KEY EMPLOYEE STOCK OPTION PLAN This Amendment No. 3 to the California Amplifier, Inc. 1989 Key Employee Stock Option Plan (the "Plan"). NOW, THEREFORE, the Plan is amended and modified as follows: 1. Section 3 of the Plan is amended to read in its entirety as follows: "Section 3. Common Shares Subject to Plan "The maximum number of Common Shares that may be acquired upon the exercise in full of options granted under this Plan, in the aggregate, is one million, three hundred thousand (1,300,000), subject to adjustment as provided in Section 10 hereof. Such maximum number does not include the number of Common Shares subject to the unexercised portion of any option granted under this Plan that has expired or that has been terminated, which may again become subject to options under this Plan." 2. Section 6(f) is added and reads in its entirety as follows: "(f) Notwithstanding any other provision of this Plan, no Employee shall be eligible to be granted options for in excess of two hundred and fifty thousand (250,000) Common Shares, subject to adjustment pursuant to Section 10 hereof, during any one calendar year." 3. This Amendment No. 3 to the Plan is effective as of September 26, 1994 (the "Approval Date"); the date of adoption and approval by the Board of Directors of the Company; provided, however, that any option grants made pursuant to this Amendment No. 3 are subject to approval by the stockholders of the Company within twelve months of the Approval Date. EX-5.1 3 OPINION OF GIBSON, DUNN AND CRUTCHER EXHIBIT 5.1 GIBSON, DUNN & CRUTCHER LAWYERS 333 South Grand Avenue Los Angeles, California 90071-3197 June 26, 1995 (213) 229-7000 C 12165-00002 California Amplifier, Inc. 460 Calle San Pablo Camarillo, California 93010 Gentlemen: We have acted as counsel to California Amplifier, Inc., a Delaware corporation (the "Company") in connection with the preparation of the Registration Statement on Form S-8, to be filed with the Securities and Exchange Commission on July 6, 1995 (the "Registration Statement") with respect to an additional 400,000 shares of Common Stock, par value $0.01 per share (the "Shares"), of the Company which have been reserved for issuance from time to time upon the exercise of stock options granted and to be granted pursuant to the Company's 1989 Key Employee Stock Option Plan as currently in effect (the "Plan"). We have made such legal and factual examinations and inquiries as we deemed advisable for the purpose of rendering this opinion. In rendering this opinion, we have relied upon a certificate of the president and chief operating officer of the Company (the "Certificate") as to actions taken by and on behalf of the Company in connection with the authorization, reservation and proposed issuance and sale of the Shares. Based upon our examinations and inquiries, and in reliance upon the Certificate, we are of the opinion that the Shares, upon issuance thereof in accordance with the terms of the options granted pursuant to the Plan, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this letter as an exhibit to the Registration Statement. Very truly yours, /s/ GIBSON, DUNN & CRUTCHER GIBSON, DUNN & CRUTCHER BDS/WCH EX-23.2 4 CONSENT OF ARTHUR ANDERSON LLP EXHIBIT 23.2 ARTHUR ANDERSEN ARTHUR ANDERSEN & CO, SC CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated April 11, 1995 included in California Amplifier, Inc.'s Form 10-K for the year ended March 4, 1995 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP --------------------------- Arthur Andersen LLP Los Angeles, California June 27, 1995 -----END PRIVACY-ENHANCED MESSAGE-----