S-8

As Filed With the Securities and Exchange Commission on August 8, 2003

Registration No. 333-                

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GLENAYRE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	98-0085742 (I.R.S. Employer Identification No.)
11360 Lakefield Drive, Duluth, Georgia (Address of principal executive offices)	30097 (Zip Code)

EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)

DEBRA ZIOLA
Senior Vice President and
Chief Financial Officer
Glenayre Technologies, Inc.
11360 Lakefield Drive
Duluth, Georgia 30097
(Name and address of agent for service)
(770) 283-2525
(Telephone number, including area code, of agent for service)

Please send copies of all communications to:

MARK R. BUSCH
Kennedy Covington Lobdell & Hickman, L.L.P.
214 North Tryon Street, 47TH Floor
Charlotte, North Carolina 28202-2377

CALCULATION OF REGISTRATION FEE

Title	Amount	Proposed Maximum			Proposed Maximum			Amount Of
Of Securities To Be	To Be	Offering Price			Aggregate			Registration
Registered	Registered(1)	Per Share			Offering Price			Fee
Common Stock, $.02 par value	750,000 shares(2)	$	1.54	(3)	$	1,155,000	(3)	$	93.44	(3)

(1)	The Common Stock, $.02 par value includes the associated rights to purchase Series A Junior Participating Preferred Stock, $.01 par value that are attached to and trade with the shares of the Common Stock.
(2)	Any value attributable to the rights to purchase Series A Junior Participating Preferred Stock that are attached to and trade with shares of the Common stock is reflected in the market price of the Common stock. Accordingly, no separate filing fee is being paid with respect to such rights.
(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h)(1) on the basis of $1.54 per share, the average of the high and low prices for the Common Stock on August 4, 2003 as reported in The Nasdaq Stock Market.

EXPLANATORY NOTE

     Glenayre Technologies, Inc. (the “Company”) first filed a Registration Statement on Form S-8 with the Securities and Exchange Commission relating to the Glenayre Employee Stock Purchase Plan (the “Stock Purchase Plan”) on September 14, 1993 (File No. 33-68766). Subsequently and for the purpose of registering additional shares authorized for issuance under the Stock Purchase Plan, the Company filed the Registration Statement on Form S-8 (No. 333-81161) on June 21, 1999. The Company is filing this Registration Statement to register an additional 750,000 shares of $.02 par value Common Stock (including the associated rights to purchase Series A Junior Participating Preferred Stock, $.01 par value that are attached to and trade with the shares of the Common Stock) authorized for issuance under the Stock Purchase Plan pursuant to an amendment to the Stock Purchase Plan.

STATEMENT OF INCORPORATION BY REFERENCE

     This Registration Statement on Form S-8 incorporates by reference the contents of (i) PART I and (ii) PART II, Items 4, 6, 7 and 9, of the Registration Statement on Form S-8 (File No. 33-68766) filed by the Registrant on September 14, 1993 and the Registration Statement on Form S-8 (No. 333-81161) filed by the Registrant on June 21, 1999.

Item 3. Incorporation of Documents by Reference.

     The following documents have been filed by Glenayre Technologies, Inc. (the “Company”) with the Securities and Exchange Commission (Commission File Number 0-15761) and are incorporated herein by reference:

(a)	The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
(b)	The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.
(c)	The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.
(d)	The description of the Company’s Common Stock contained in the Company’s Registration Statement filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended including any amendment or report filed for the purpose of updating such description.
(e)	The description of the Company’s Series A Junior Participating Preferred Stock contained in the Company’s Registration Statement filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended including any amendment or report filed for the purpose of updating such description.

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     All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents.

Item 5. Interests of Named Experts and Counsel.

     Certain legal matters in connection with the issuance of the Common Stock being offered hereby are being passed upon for the Company by Kennedy Covington Lobdell & Hickman, L.L.P., 214 North Tryon Street, 47th Floor, Charlotte, North Carolina 28202. At August 4, 2003, partners and associates of Kennedy Covington Lobdell & Hickman, L.L.P. and their spouses and minor children owned beneficially an aggregate of 2,100 shares of the Common Stock of the Company.

Item 8. Exhibits.

4	Glenayre Employee Stock Purchase Plan, as amended was filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 and is incorporated herein by reference
5	Opinion of Kennedy Covington Lobdell & Hickman, L.L.P. (filed herewith)
15	Acknowledgment of Ernst & Young LLP (filed herewith)
23.1	Consent of Ernst & Young LLP (filed herewith)
23.2	Consent of Kennedy Covington Lobdell & Hickman, L.L.P. (contained in Exhibit 5)

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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 Duluth, State of Georgia, on August 8, 2003.

GLENAYRE TECHNOLOGIES, INC.
By:	/s/ Debra Ziola
	Debra Ziola Senior Vice President and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ Clarke H. Bailey	Chairman of the Board	August 8, 2003
	and Director
Clarke H. Bailey
/s/ Eric L. Doggett	President, Chief Executive Officer	August 8, 2003
	and Director (Principal Executive
Eric L. Doggett	Officer)
/s/ Debra Ziola	Senior Vice President and Chief	August 8, 2003
	Financial Officer, (Principal
Debra Ziola	Financial and Accounting Officer)
/s/ Donald S. Bates	Director	August 8, 2003
Donald S. Bates
/s/ Peter W. Gilson	Director	August 8, 2003
Peter W. Gilson
/s/ John J. Hurley	Director	August 8, 2003
John J. Hurley
/s/ Horace H. Sibley	Director	August 8, 2003
Horace H. Sibley

4

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT

GLENAYRE TECHNOLOGIES, INC.
Commission File Number 0-15761

EXHIBIT INDEX

Exhibit	Description
4	Glenayre Employee Stock Purchase Plan, as amended was filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 and is incorporated herein by reference
5	Opinion of Kennedy Covington Lobdell & Hickman, L.L.P. (filed herewith)
15	Acknowledgment of Ernst & Young LLP (filed herewith)
23.1	Consent of Ernst & Young LLP (filed herewith)
23.2	Consent of Kennedy Covington Lobdell & Hickman, LLP (contained in Exhibit 5)

5 EX-5 3 g84347bexv5.txt OPINION OF KENNEDY COVINGTON LOBDELL & HICKMAN LLP EXHIBIT 5 [KENNEDY COVINGTON LETTERHEAD] August 8, 2003 Glenayre Technologies, Inc. 11360 Lakefield Drive Duluth, Georgia 30097 Gentlemen: You have requested our opinion in connection with the registration under the Securities Act of 1933, as amended, of 750,000 shares of the $.02 par value Common Stock (the Common Stock) of Glenayre Technologies, Inc. (the Company), a Delaware corporation, by the Registration Statement on Form S-8 (the Registration Statement), to be filed by you with the Securities and Exchange Commission in connection with the amendment to the Employee Stock Purchase Plan, as amended (the Plan), to increase by 750,000 the number of shares available for issuance thereunder. We have made such investigations of law, examined original copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments, and received such statements from officers and representatives of the Company, as we have deemed necessary for purposes of this opinion. Based upon the foregoing, we are of the opinion that the 750,000 shares of the Common Stock covered by the Registration Statement have been duly and validly authorized and will be validly issued, fully paid and nonassessable when issued in accordance with the Plan and receipt by the Company of the consideration therefor of not less than the par value of the Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ Kennedy Covington Lobdell & Hickman, L.L.P. KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P. EX-15 4 g84347bexv15.txt ACKNOWLEDGEMANT OF ERNST & YOUNG LLP EXHIBIT 15 To the Board of Directors and Stockholders of Glenayre Technologies, Inc. Duluth, Georgia We are aware of the incorporation by reference in the Registration Statement on Form S-8 of Glenayre Technologies, Inc. for the registration of 750,000 shares of its Common Stock under the Employee Stock Purchase Plan of our reports dated August 4, 2003 and April 28, 2003 relating to the unaudited condensed consolidated interim financial statements of Glenayre Technologies, Inc. that are included in its Forms 10-Q for the quarters ended June 30, 2003 and March 31, 2003, respectively. /s/ Ernst & Young, LLP Atlanta, Georgia August 4, 2003 EX-23.1 5 g84347bexv23w1.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITOR We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the registration of 750,000 shares of Common Stock under the Employee Stock Purchase Plan of our report dated February 14, 2003 with respect to the consolidated financial statements and schedule of Glenayre Technologies, Inc. included in its Annual Report on Form 10-K for the year ended December 31, 2002, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Atlanta, Georgia August 4, 2003 -----END PRIVACY-ENHANCED MESSAGE-----

EX-5

                                                                      EXHIBIT 5


                        [KENNEDY COVINGTON LETTERHEAD]


                                 August 8, 2003


Glenayre Technologies, Inc.
11360 Lakefield Drive
Duluth, Georgia 30097

Gentlemen:

         You have requested our opinion in connection with the registration
under the Securities Act of 1933, as amended, of 750,000 shares of the $.02 par
value Common Stock (the Common Stock) of Glenayre Technologies, Inc. (the
Company), a Delaware corporation, by the Registration Statement on Form S-8
(the Registration Statement), to be filed by you with the Securities and
Exchange Commission in connection with the amendment to the Employee Stock
Purchase Plan, as amended (the Plan), to increase by 750,000 the number of
shares available for issuance thereunder.

         We have made such investigations of law, examined original copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments, and
received such statements from officers and representatives of the Company, as
we have deemed necessary for purposes of this opinion.

         Based upon the foregoing, we are of the opinion that the 750,000
shares of the Common Stock covered by the Registration Statement have been duly
and validly authorized and will be validly issued, fully paid and nonassessable
when issued in accordance with the Plan and receipt by the Company of the
consideration therefor of not less than the par value of the Common Stock.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.


                                Sincerely,

                                /s/ Kennedy Covington Lobdell & Hickman, L.L.P.

                                KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.

EX-15

                                                                     EXHIBIT 15




To the Board of Directors and Stockholders of
Glenayre Technologies, Inc.
Duluth, Georgia

         We are aware of the incorporation by reference in the Registration
Statement on Form S-8 of Glenayre Technologies, Inc. for the registration of
750,000 shares of its Common Stock under the Employee Stock Purchase Plan of
our reports dated August 4, 2003 and April 28, 2003 relating to the unaudited
condensed consolidated interim financial statements of Glenayre Technologies,
Inc. that are included in its Forms 10-Q for the quarters ended June 30, 2003
and March 31, 2003, respectively.



                                        /s/ Ernst & Young, LLP


Atlanta, Georgia
August 4, 2003

EX-23.1

                                                                   EXHIBIT 23.1


                         CONSENT OF INDEPENDENT AUDITOR

         We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the registration of 750,000 shares of
Common Stock under the Employee Stock Purchase Plan of our report dated
February 14, 2003 with respect to the consolidated financial statements and
schedule of Glenayre Technologies, Inc. included in its Annual Report on Form
10-K for the year ended December 31, 2002, filed with the Securities and
Exchange Commission.


                                        /s/ Ernst & Young LLP


Atlanta, Georgia
August 4, 2003