-----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, QJUXM9cE0EmHvzuETWRlrf1nix2Q2c4xDPyXecH3rwnELfYXDpH9MaEq5Kw8ptrD XaNNXnExBf+zZXGyOeODvg== 0000912057-97-028491.txt : 19970820 0000912057-97-028491.hdr.sgml : 19970820 ACCESSION NUMBER: 0000912057-97-028491 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970819 EFFECTIVENESS DATE: 19970819 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: 333-33925 FILM NUMBER: 97666311 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 August 15, 1997. Registration Statement No. __ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 (I.R.S. Employer incorporation or organization) code and telephone number, Identification No.) including area code of 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 - ---------------------------------------------------------------------------------------------------------- |Title of Securities to | Amount to be | Proposed Maximum | Proposed Maximum | Amount of | | be Registered | Registered (1) | Offering Price Per | Aggregate Offering | Registration Fee (3)| | | | Share (2)(3) | Price (2)(3) | | - ---------------------------------------------------------------------------------------------------------- |Common Stock, par | | | | | |value $.01 per share | 800,000 | $4.1875 | $3,350,000.00 | $1,015.15 | - ----------------------------------------------------------------------------------------------------------
(1) The Registrant previously registered 200,000 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 800,000 shares of its Common Stock with respect to the Plan on Form S-8 (No. 33-36944), an additional 800,000 shares of its Common Stock with respect to the Plan on Form S-8 (No. 33- 72704), and an additional 800,000 shares of its Common Stock with respect to the Plan on Form S-8 (No. 33-60879). (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 ($4.1875) as reported on the Nasdaq National Market System on August 14, 1997. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INCORPORATION BY REFERENCE California Amplifier, Inc.'s Annual Report on Form 10-K for the fiscal year ended March 1, 1997, Quarterly Report on Form 10-Q for the period ended May 31, 1997, Amended Quarterly Report on Form 10-Q/A for the period ended May 31, 1997, 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, Registration Statement No. 33-72704, and Registration Statement No. 33-60879 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 May 16, 1996, 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 2,600,000 shares to an aggregate of 3,400,000 shares (the "Share Increase Amendment"), subject to adjustment to prevent dilution as specified in Section 10 of the 1989 Plan. The additional 800,000 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. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits 4.11 Amendment No. 4 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 Item 9. Undertakings (a) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent of given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934, and, where interim financial information is required to be presented by Article 3 or Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the indemnification provisions described in any earlier registration statements relating to the 1989 Plan, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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 15th day of August, 1997. CALIFORNIA AMPLIFIER, INC. By: /s/ Ira Coron Chairman of the Board and Chief Executive Officer Dated: August 15, 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. CAPACITIES SIGNATURES IN WHICH SERVED DATES - ---------------------- ------------------------------------ --------------- /s/ Ira Coron Chairman, Chief Executive August 15, 1997 Officer and Director (Principal Executive Officer) /s/ Arthur H. Hausman Director August 15, 1997 /s/ William E. McKenna Director August 15, 1997 /s/ Thomas Ringer Director August 15, 1997 /s/ Michael R. Ferron Vice President, Finance August 15, 1997 and Chief Financial Officer (Principal Accounting Officer) 4 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.11 Amendment No. 4 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 EX-4.11 2 EXHIBIT 4.11 Exhibit 4.11 AMENDMENT NO. 4 TO CALIFORNIA AMPLIFIER, INC. 1989 KEY EMPLOYEE STOCK OPTION PLAN This Amendment No. 4 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 SHARE SUBJECT TO PLAN "The maximum number of shares of Common Stock that may be acquired upon the exercise in full of options granted under this Plan, in the aggregate, is three million, four hundred thousand (3,400,000) subject to adjustment as provided in Section 10 hereof. Such maximum number does not include the number of shares of Common Stock 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. This Amendment No. 4 to the Plan is effective as of May 16, 1996, (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. 4 are subject to approval by the stockholders of the Company within twelve months of the Approval Date. EX-5.1 3 EXHIBIT 5.1 Exhibit 5.1 August 15, 1997 California Amplifier, Inc. 460 Calle San Pablo Camarillo, California 93012 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 August 15, 1997 (the "Registration Statement") with respect to an additional 800,000 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 secretary 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. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the General Rules and regulations of the Securities and Exchange Commission. Very truly yours, GIBSON, DUNN & CRUTCHER LLP EX-23.2 4 EXHIBIT 23.2 Exhibit 23.2 ARTHUR ANDERSEN 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 9, 1997 included in California Amplifier, Inc.'s Form 10-K for the year ended March 1, 1997 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Los Angeles, California August 15, 1997 -----END PRIVACY-ENHANCED MESSAGE-----