-----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, TaCWKD2fftZVa8mV62cGj1n36sjcm1qp09yyx63z8410yv5yBQgmD3vWteGHT+Lf MaSQWXbtvRI3/CuWw2r3xQ== 0000950153-98-000451.txt : 19980504 0000950153-98-000451.hdr.sgml : 19980504 ACCESSION NUMBER: 0000950153-98-000451 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980430 EFFECTIVENESS DATE: 19980430 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SSE TELECOM INC CENTRAL INDEX KEY: 0000808220 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 521466297 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-51407 FILM NUMBER: 98605628 BUSINESS ADDRESS: STREET 1: SUITE 710 8230 LEESBURG PIKE CITY: VIENNA STATE: VA ZIP: 22182 BUSINESS PHONE: 7034424503 MAIL ADDRESS: STREET 1: SUITE 710 8230 LEESBURG PIKE CITY: VIENNA STATE: VA ZIP: 22182 S-8 1 S-8 1 Registration No. 33-10965 ----------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------- SSE TELECOM, INC. (Exact name of registrant as specified in its charter) DELAWARE 52-1466297 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) SUITE 710, 8230 LEESBURG PIKE, VIENNA, VIRGINIA 22182 (Address, including zip code, of Registrant's principal executive offices) SSE TELECOM, INC. EMPLOYEE STOCK PURCHASE PLAN (Full title of Plan) DANIEL E. MOORE SUITE 710 8230 LEESBURG PIKE VIENNA, VIRGINIA 22182 (703) 442-4503 (Name and address, including zip code, and telephone number, including area code, of agent for service) ------------------------------ COPY TO: G. DONALD MARKLE, ESQUIRE SUROVELL, JACKSON, COLTEN & DUGAN, P.C. 4010 UNIVERSITY DRIVE, SUITE 200 FAIRFAX, VIRGINIA 22030 (703) 591-1300 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------ Proposed Proposed Maximum Title of Securities Amount to be Maximum Offering Aggregate Offering Amount of to be Registered Registered Price per Share Price Registration Fee - ------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $0.01 per share Employee Stock Purchase Plan 150,000 $4.625* 693,750.00* $204.66
*Estimated solely for the purpose of computing the registration fee pursuant to Rule 457, on the basis of the average of the high and low prices of the Registrant's common stock as reported on NASDAQ on April 28, 1998. Page 1 of 12 Exhibit Index on Page 9 2 PART II The general purpose of this filing is to register those shares of common stock of SSE Telecom, Inc. which may be sold in accordance with the SSE Telecom, Inc. Employee Stock Purchase Plan. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are incorporated by reference in this registration statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended September 27, 1997, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended; (b) All other reports, if any, filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year ended September 27, 1997 and (c) The description of the Registrant's common stock contained in the Registrant's Registration Statement on Form 8-A dated July 11, 1991, filed pursuant to the Securities Exchange Act of 1934, as amended. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicate that all securities offered hereunder have been sold, or which deregister all securities then remaining unsold under this registration statement, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable; the class of securities to be offered is registered under Section 12 of the Securities Exchange Act of 1934. 2 3 Item 5. Interests of Named Experts and Counsel. G. Donald Markle, a principal in the law firm of Surovell, Jackson, Colten & Dugan, P.C., legal counsel for the Registrant, owns 17,500 shares of the Registrant's common stock. Mr. Markle is also Secretary of the Registrant. Item 6. Indemnification of Directors and Officers. As permitted by sections 102 and 145 of the Delaware General Corporation Law, the Registrant's certificate of incorporation eliminates a director's personal liability for monetary damages to the Registrant and its stockholders arising from a breach or alleged breach of a director's fiduciary duty except for liability under Section 174 of the Delaware General Corporation Law or liability for any breach of the director's duty of loyalty to the Registrant or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or for any transaction from which the director derived an improper personal benefit. The effect of this provision in the certificate of incorporation is to eliminate the rights of the Registrant and its stockholders (through stockholders' derivative suits on behalf of the Registrant) to recover monetary damages against a director for breach of fiduciary duty as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described above. The Registrant's certificate of incorporation and bylaws provide for indemnification of its directors, officers and agents (an "Indemnitee"). Under the certificate of incorporation and bylaws, the Registrant must indemnify an Indemnitee to the fullest extent permitted by Delaware law for losses and expenses incurred in connection with actions in which the Indemnitee is involved by reason of having been a director or officer of the Registrant. In certain circumstances, the Registrant is also obligated to advance expenses an Indemnitee may incur in connection with such actions before any resolution of the action, and the Indemnitee may sue to enforce his or her right to indemnification or advancement of expenses. There is no litigation pending, and neither the Registrant nor any of its directors know of any threatened 3 4 litigation, which might result in a claim for indemnification by any director or officer. Item 7. Exemption from Registration Claimed. Not applicable Item 8. Exhibits. The following is a list of exhibits filed as part of this Registration Statement.
Exhibit Number Description of Document - ------ ----------------------- 4.1 Specimen Stock Certificate Incorporated by reference to Exhibit 4.1 #33-10965 on Form 10-K September 26, 1992 4.2 Article 4 of the Articles Incorporated by reference of Incorporation of to Exhibit 4.2 Registrant #33-10965 on Form S-18 4.3 Article 6 of the Bylaws of Incorporated by reference Registrant to Exhibit 4.3 #33-10965 on Form S-18 5 Opinion of Surovell, Jackson, Attached hereto as Exhibit Colten & Dugan, P.C. Exhibit 5 10.18.5 SSE Telecom, Inc. Employee Incorporated by reference Stock Purchase Plan to Proxy Statement, Form 14-A, January 26, 1998, #33-10965 15 Not Applicable 23.1 Consent of Ernst & Young LLP Attached hereto as Exhibit Independent Auditors 23.1 23.2 Consent of Surovell, Jackson, Incorporated by Colten & Dugan, P.C. reference to Exhibit 5
4 5
Exhibit Number Description of Document - ------ ----------------------- 24 Power of Attorney (Included on page 7)
Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 5 6 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) 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 foregoing provisions, 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. 6 7 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 Vienna, Virginia, on the 30th day of April, 1998. SSE TELECOM, INC. By: /s/ Daniel E. Moore -------------------------------- Daniel E. Moore, Chairman EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS DANIEL E. MOORE AND G. DONALD MARKLE, AND EACH OF THEM ACTING ALONE, HIS TRUE AND LAWFUL ATTORNEY-IN-FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE AND CAUSE TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, ANY AND ALL AMENDMENTS AND POST-EFFECTIVE AMENDMENTS TO THIS REGISTRATION STATEMENT, WITH EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, AND HEREBY RATIFIES AND CONFIRMS ALL THAT SAID ATTORNEY-IN-FACT OR HIS SUBSTITUTE OR SUBSTITUTES MAY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. 7 8 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 30, 1998.
Signature Title - --------- ----- /s/ Daniel E. Moore Chairman(principal executive - ----------------------------- officer) and Director Daniel E. Moore /s/ Russ D. Kinsch Chief Financial Officer (principal - ----------------------------- financial officer and principal Russ D. Kinsch accounting officer) /s/ Olin L. Wethington Director - ----------------------------- Olin L. Wethington /s/ Joseph T. Pisula Director - ----------------------------- Joseph T. Pisula /s/ Lawrence W. Roberts Director - ----------------------------- Lawrence W. Roberts
8 9 Index to Exhibits
Exhibit Number Description of Document Page - ------ ----------------------- ---- 4.1 Specimen Stock Certificate; incorporated by reference to Exhibit 4.1 #33-10965 on Form 10-K September 26, 1992 4.2 Article 4 of the Articles of Incorporation of Registrant; incorporated by reference to Exhibit 4.2 #33-10965 on Form S-18 4.3 Article 6 of the Bylaws of Registrant; incorporated by reference to Exhibit 4.3 #33-10965 on Form S-18 5 Opinion of Surovell, Jackson, Colten & Dugan, P.C. 10 10.18.5 SSE Telecom, Inc. Employee Stock Purchase Plan; Incorporated by reference to Proxy Statement, Form 14-A, January 26, 1998, #33-10965 23.1 Consent of Ernst & Young LLP Independent Auditors 11 23.2 Consent of Surovell, Jackson, Colten & Dugan, P.C. 12
9 EX-5 2 EX-5 1 EXHIBIT 5 Opinion of Surovell, Jackson, Colten & Dugan, P.C. April 30, 1998 SSE Telecom, Inc. Suite 710 8230 Leesburg Pike Vienna, Virginia 22182 Gentlemen: You have requested our opinion as counsel for SSE Telecom, Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, for the public offering by the Company of up to 150,000 shares of common stock pursuant to its Employee Stock Purchase Plan for employees of the Company and its subsidiaries. We have examined the Company's Registration Statement on Form S-8 in the form to be filed with the Securities and Exchange Commission on or about April 30, 1998 (the "Registration Statement"). We further have examined the Certificate of Incorporation of the Company as certified by the Secretary of State of the State of Delaware, the Bylaws and the minute books of the Company as a basis for the opinion hereafter expressed. Based on the foregoing examination, we are of the opinion that, upon issuance and sale in the manner described in the Registration Statement, the shares of common stock covered by the Registration Statement will be legally issued, fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, SUROVELL, JACKSON, COLTEN & DUGAN, P.C. By: /s/ G. Donald Markle ----------------------------------------- G. Donald Markle 10 EX-23.1 3 EX-23.1 1 EXHIBIT 23.1 Consent of Ernst & Young LLP Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the SSE Telecom, Inc. Employee Stock Purchase Plan of our report dated December 4, 1997, with respect to the consolidated financial statements and schedule of SSE Telecom, Inc. included in its Annual Report (Form 10-K) for the year ended September 27, 1997, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP San Jose, California April 30, 1998 11 EX-23.2 4 EX-23.2 1 EXHIBIT 23.2 Consent of Surovell, Jackson, Colten & Dugan, P.C. (included in Exhibit 5) 12 -----END PRIVACY-ENHANCED MESSAGE-----