-----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, G3eWGu7j4Yfoo3rcOV/cf1hhipEPrw+2LxdgP8hzbbfzDB7Y9pMU5iR2f7L29jX3 JX6xYwlKGWPf7KdFwYsRoQ== 0000950168-98-001912.txt : 19980610 0000950168-98-001912.hdr.sgml : 19980610 ACCESSION NUMBER: 0000950168-98-001912 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980609 EFFECTIVENESS DATE: 19980609 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLENAYRE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000808918 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 980085742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-56375 FILM NUMBER: 98644552 BUSINESS ADDRESS: STREET 1: 5935 CARNEGIE BOULEVARD CITY: CHARLOTTE STATE: NC ZIP: 28209 BUSINESS PHONE: 7045530038 FORMER COMPANY: FORMER CONFORMED NAME: N W GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NU WEST GROUP INC DATE OF NAME CHANGE: 19880221 FORMER COMPANY: FORMER CONFORMED NAME: NU WEST GROUP LTD DATE OF NAME CHANGE: 19871126 S-8 1 GLENAYRE TECHNOLOGIES As Filed With the Securities and Exchange Commission on June 9, 1998 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.) 5935 Carnegie Boulevard Charlotte, North Carolina (Address of principal executive offices) 28209 (Zip Code) GLENAYRE 1996 INCENTIVE STOCK PLAN (Full title of the plan) ------------- STANLEY CIEPCIELINSKI EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER GLENAYRE TECHNOLOGIES, INC. 5935 CARNEGIE BOULEVARD CHARLOTTE, NORTH CAROLINA 28209 (Name and address of agent for service) 704/553-0038 (Telephone number, including area code, of agent for service) Please send copies of all communications to: A. ZACHARY SMITH III KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P. NATIONSBANK CORPORATE CENTER, SUITE 4200 100 NORTH TRYON STREET CHARLOTTE, NORTH CAROLINA 28202-4006 -------------
CALCULATION OF REGISTRATION FEE - ---------------------------- ------------------- ------------------ --------------------- ---------------- Title Amount Proposed maximum Proposed maximum Amount of of securities to be To be Offering price Aggregate Registration registered Registered per share1 offering price1 Fee - ---------------------------- ------------------- ------------------ ---------------------- ---------------- - ---------------------------- ------------------- ------------------ ---------------------- ---------------- Common Stock, $.02 par value 2,200,000 shares $15.9375 $35,062,500 $10,344 - ---------------------------- ------------------- ------------------ ---------------------- ----------------
- -------- 1 Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h)(1) on the basis of $15.9375 per share, the average of the high and low prices for the Common Stock on June 4, 1998 as reported in The Nasdaq Stock Market. EXPLANATORY NOTE This Registration Statement relates to the amendment to the Glenayre 1996 Incentive Stock Plan to increase by 2,200,000 the number of shares of common stock authorized to be issued thereunder. 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 3, 4, 6, 7 and 9, of the Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-04635), filed by the Registrant on May 22, 1998 relating to the Glenayre 1996 Incentive Stock Plan. 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 Registrant by Kennedy Covington Lobdell & Hickman, L.L.P., NationsBank Corporate Center, Suite 4200, 100 North Tryon Street, Charlotte, North Carolina 28202. At May 20, 1998, partners and associates of Kennedy Covington Lobdell & Hickman, L.L.P. and their spouses and minor children owned beneficially an aggregate of 13,725 shares of the Common Stock of the Registrant. ITEM 8. EXHIBITS. 4 Glenayre 1996 Incentive Stock Plan, as amended, is incorporated herein by reference to Exhibit 4 of the Registrant's Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-04635) filed May 22, 1998. 5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P. (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). 23.3 Acknowledgment of Ernst & Young LLP (filed herewith). 2 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 Charlotte, State of North Carolina, on the 21st day of May, 1998. GLENAYRE TECHNOLOGIES, INC. By: /s/ Stanley Ciepcielinski --------------------------------- Stanley Ciepcielinski Executive 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 Registrant and in the capacities and on the dates indicated. Signature Capacity Date /s/ Ramon D. Ardizzone May 21, 1998 - ----------------------------- Chairman of the Board Ramon D. Ardizzone and Director /s/ Gary B. Smith May 21, 1998 - ----------------------------- President, Chief Executive Gary B. Smith Officer (Principal Executive Officer) and Director /s/ Stanley Ciepcielinski May 21, 1998 - ----------------------------- Executive Vice President, Stanley Ciepcielinski Chief Financial Officer (Principal Financial Officer), Treasurer and Director /s/ Clarke H. Bailey Director May 21, 1998 - ----------------------------- Clarke H. Bailey /s/ Donald S. Bates Director May 21, 1998 - ----------------------------- Donald S. Bates /s/ Peter W. Gilson Director May 21, 1998 - ----------------------------- Peter W. Gilson /s/ John J. Hurley Director May 21, 1998 - ----------------------------- John J. Hurley /s/ Stephen P. Kelbley Director May 21, 1998 - ----------------------------- Stephen P. Kelbley /s/ Horace H. Sibley Director May 21, 1998 - ----------------------------- Horace H. Sibley /s/ Billy C. Layton May 21, 1998 - ----------------------------- Vice President, Controller Billy C. Layton and Chief Accounting Officer (Principal Accounting Officer) 3 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 1996 Incentive Stock Plan, as amended, is incorporated herein by reference to Exhibit 4 of the Registrant's Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-04635) filed May 22, 1998. 5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P. (filed herewith). 23.1 Consent of Ernest & Young LLP (filed herewith). 23.2 Consent of Kennedy Covington Lobdell & Hickman, LLP (contained in Exhibit 5). 23.3 Acknowledgment of Ernst & Young LLP (filed herewith). 4 EX-5 2 EXIHIBIT 5 Exhibit 5 KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P. ATTORNEYS AT LAW NationsBank Corporate Center 100 North Tryon Street Suite 4200 Charlotte, North Carolina 28202-4006 Other Offices: Telephone 704/331-7400 Raleigh, North Carolina Facsimile 704/331-7598 Rock Hill, South Carolina June 8, 1998 Glenayre Technologies, Inc. 5935 Carnegie Boulevard Charlotte, NC 28209 Dear Gentlemen: You have requested our opinion in connection with the registration under the Securities Act of 1933, as amended, of 2,200,000 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 Glenayre 1996 Incentive Stock Plan, as amended (the Plan), to increase by 2,200,000 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 2,200,000 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. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P. EX-23 3 EXIHIBIT 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 2,200,000 shares of Common Stock under the Glenayre 1996 Incentive Stock Plan of our report dated January 30, 1998, with respect to the consolidated financial statements and schedules of Glenayre Technologies, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Charlotte, North Carolina June 9, 1998 EX-23 4 EXIHIBIT 23.3 Exhibit 23.3 June 9, 1998 To the Board of Directors and Stockholders of Glenayre Technologies, Inc. Charlotte, North Carolina We are aware of the incorporation by reference in the Registration Statement on Form S-8 of Glenayre Technologies, Inc. for the registration of 2,200,000 shares of its Common Stock under the Glenayre 1996 Incentive Stock Plan of our report dated April 17, 1998, relating to the unaudited condensed consolidated interim financial statements of Glenayre Technologies, Inc. that are included in its Form 10-Q for the quarter ended March 31, 1998. Very truly yours, Ernest & Young, LLP -----END PRIVACY-ENHANCED MESSAGE-----