-----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, QjdwKRhCsqpvFUPSLNwBbqB3W3rLtW+fdTMvhSXXjus0LatYZnwJa7aLAv2jEAxW b7oWFk6BaxKa/4hJ1CUSDw== 0000950168-97-000212.txt : 19970131 0000950168-97-000212.hdr.sgml : 19970131 ACCESSION NUMBER: 0000950168-97-000212 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970130 EFFECTIVENESS DATE: 19970130 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 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-15845 FILM NUMBER: 97514395 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 POS 1 S-8 POS GLENAYRE TECHNOLOGIES, INC. As filed with the Securities and Exchange Commission on January 30, 1997 Registration No. 333-15845 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO REGISTRATION STATEMENT ON FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- GLENAYRE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 98-0085742 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 5935 CARNEGIE BOULEVARD, CHARLOTTE, NORTH CAROLINA 28209 ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) CNET, INC. 1995 STOCK OPTION PLAN (Full title of the Plans) STANLEY CIEPCIELINSKI EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER 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) WITH COPIES TO: A. ZACHARY SMITH III, ESQ. KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P. NATIONSBANK CORPORATE CENTER, SUITE 4200 100 NORTH TRYON STREET CHARLOTTE, NORTH CAROLINA 28202-4006 ---------------------------- THIS POST-EFFECTIVE AMENDMENT COVERS 56,620 SHARES OF THE REGISTRANT'S COMMON STOCK ORIGINALLY REGISTERED ON THE REGISTRATION STATEMENT ON FORM S-4 TO WHICH THIS IS AN AMENDMENT. THE REGISTRATION FEES IN RESPECT OF SUCH COMMON STOCK WERE PAID AT THE TIME OF THE ORIGINAL FILING OF THE REGISTRATION STATEMENT ON FORM S-4 RELATING THERETO. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* * The information required by Items 1 and 2 of Part I of Form S-8 is omitted from this registration statement in accordance with the Note to Part 1 of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents heretofore filed by Glenayre Technologies, Inc. (the "Company") with the Securities and Exchange Commission, Commission file number 0-15761, are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (b)(i) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996; and (ii) The Company's Current Reports on Form 8-K dated March 11, 1996 and November 7, 1996. (c) 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 (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description. All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. As of January 9, 1997, partners and associates of Kennedy Covington Lobdell & Hickman, L.L.P. and their spouses and minor children owned beneficially an aggregate of 10,440 shares of Common Stock of the Company. 2 Item 6. Indemnification of Directors and Officers. The Delaware General Corporation Law contains provisions prescribing the extent to which directors and officers shall or may be indemnified against liabilities which they may incur in their capacities as such. Under those provisions the availability or requirements of indemnification or reimbursement of expenses is dependent upon numerous factors, including whether the action is brought by the corporation or by outsiders and the extent to which the potential indemnitee is successful in his defense. The Bylaws of the Company provide for indemnification of directors and officers to the fullest extent permitted by law. The statute also permits a corporation to purchase and maintain insurance on behalf of its directors and officers against liabilities which they may incur in their capacities as such, whether or not the corporation would have the power to indemnify them under other provisions of the statute. The Company has purchased insurance to provide for indemnification of directors and officers. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P. (previously filed) 23.1 Consent of Ernst & Young, LLP (filed herewith) 23.2 Consent of Deloitte & Touche LLP (filed herewith) 23.3 Consent of Deloitte & Touche LLP (filed herewith) 23.4 Consent of Kennedy Covington Lobdell & Hickman, L.L.P. (included in Exhibit 5) 23.5 Acknowledgment Letter of Ernst & Young, LLP (filed herewith) 24 Power of attorney (previously filed) 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; 3 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and 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 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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. (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 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. 4 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 Post-Effective Amendment No. 1 to the 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 28th day of January, 1997. GLENAYRE TECHNOLOGIES, INC. By: s/ Stanley Ciepcielinski Name: Stanley Ciepcielinski Title: Executive Vice President and Chief Financial Officer 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 date indicated. Signature Title Date * Ramon D. Ardizzone Chairman of the Board January 28, 1997 * Gary B. Smith Director, President and Chief January 28, 1997 Executive Officer * Clarke H. Bailey Director January 28, 1997 Donald S. Bates Director January __, 1997 * Barry W. Gray Director January 28, 1997 * John J. Hurley Director January 28, 1997 * Thomas C. Israel Director January 28, 1997 Stephen P. Kelbley Director January __, 1997 s/ Stanley Ciepcielinski Executive Vice President, Chief January 28, 1997 Stanley Ciepcielinski Financial Officer, Secretary and Treasurer (Principal Financial Officer) s/ Billy C. Layton Vice President, Controller and January 28, 1997 Billy C. Layton Chief Accounting Officer (Prin- cipal Accounting Officer) - ---------------------- * By: s/ Stanley Ciepcielinski Stanley Ciepcielinski, Attorney-in-Fact EXHIBIT INDEX Exhibit Description 5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P. (previously filed) 23.1 Consent of Ernst & Young, LLP (filed herewith) 23.2 Consent of Deloitte & Touche LLP (filed herewith) 23.3 Consent of Deloitte & Touche LLP (filed herewith) 23.4 Consent of Kennedy Covington Lobdell & Hickman, L.L.P. (included in Exhibit 5) 23.5 Acknowledgment Letter of Ernst & Young, LLP (filed herewith) 24 Power of attorney (previously filed) EX-23 2 EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITOR We consent to the incorporation by reference in Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement (Form S-4 No. 333-15845) of Glenayre Technologies, Inc. of our report dated January 31, 1996, with respect to the consolidated financial statements and schedule of Glenayre Technologies, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. We also consent to the use therein of our report dated June 6, 1996, with respect to the consolidated financial statements of CNET, Inc. /s/ Ernst & Young LLP Charlotte, North Carolina January 28, 1997 EX-23 3 EXHIBIT 23.2 Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-15845 of Glenayre Technologies, Inc. on Form S-8 of our report dated February 3, 1995 appearing in and incorporated by reference in the Annual Report on Form 10-K of Glenayre Technologies, Inc. for the year ended December 31, 1995. /s/ Deloitte & Touche LLP Charlotte, North Carolina January 29, 1997 EX-23 4 EXHIBIT 23.3 Exhibit 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the use in this Post-Effective Amendment on Form S-8 to the Registration Statement of Glenayre Technologies, Inc. on Form S-4 (No. 333-15845) of our report dated June 28, 1994, on the consolidated financial statements of CNET, Inc. for the year ended January 31, 1994, appearing in the Proxy Statement/Prospectus, which is part of the Registration Statement, and to the reference to us under the heading "Experts" in such Proxy Statement/Prospectus. /s/ Deloitte & Touche LLP Dallas, Texas January 27, 1997 EX-23 5 EXHIBIT 23.5 Exhibit 23.5 January 28, 1997 To the Board of Directors and Stockholders of Glenayre Technologies, Inc. Charlotte, North Carolina We are aware of the incorporation by reference in Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement (Form S-4 No. 333-15845) of Glenayre Technologies, Inc. for the registration of shares under the CNET, Inc. Stock Option Plan of our reports dated April 18, 1996, July 19, 1996 and October 18, 1996 relating to the unaudited consolidated interim financial statements of Glenayre Technologies, Inc. that are included in its Forms 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996. Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part of the registration statement prepared or certified by accountants within the meaning of Section 7 or 11 of the Securities Act of 1933. Very truly yours, /s/ Ernst & Young LLP Charlotte, North Carolina -----END PRIVACY-ENHANCED MESSAGE-----