-----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, AFiruvKdPYANAdcvrz3M8rP4RuLPXyFDujXfiyIjOiTYxpOFpDx9NnvPOd/bGPhK bX5cARByojUbJunvD3Snvg== 0000950168-99-001830.txt : 19990623 0000950168-99-001830.hdr.sgml : 19990623 ACCESSION NUMBER: 0000950168-99-001830 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990621 EFFECTIVENESS DATE: 19990621 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: 333-81161 FILM NUMBER: 99649392 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, INC. 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 98-0085742 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5935 Carnegie Boulevard Charlotte, North Carolina 28209 (Address of principal executive offices) (Zip Code) GLENAYRE TECHNOLOGIES, INC. EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) -------------- STANLEY CIEPCIELINSKI EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER 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. BANK OF AMERICA 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 share(1) offering price(1) fee - -------------------------------------- --------------------- ------------------------- ------------------------- ------------------- Common Stock, $.02 par value 1,500,000 shares $3.48 $5,220,000.00 $1,451.16 - -------------------------------------- --------------------- ------------------------- ------------------------- -------------------
- -------- (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h)(1) on the basis of $3.48 per share, the average of the high and low prices for the Common Stock on June 16, 1999 as reported in The Nasdaq Stock Market. 1 EXPLANATORY NOTE This Registration Statement relates to the amendment to the Glenayre Technologies, Inc. Employee Stock Purchase Plan to increase by 1,500,000 the number of shares of $.02 par value 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 4, 6, 7 and 9, of the Registration Statement on Form S-8 (No. 33-68766), filed by the Registrant on September 14, 1993 relating to the Glenayre Technologies, Inc. Employee Stock Purchase Plan. 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, 1998. (b) (i) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999. (ii)The Company's Current Reports on Form 8-K dated January 14, 1999 and May 19, 1999. (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, as amended 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 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., Bank of America Corporate Center, Suite 4200, 100 North Tryon Street, Charlotte, North Carolina 28202. At June 9, 1999, partners and associates of Kennedy Covington Lobdell & Hickman, L.L.P. and their spouses and minor children owned beneficially an aggregate of 8,965 shares of the Common Stock of the Company and options to purchase 115,000 shares of the Common Stock of the Company. ITEM 8. EXHIBITS. 4 Glenayre Technologies, Inc. Employee Stock Purchase Plan, as amended (filed herewith). 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 Company 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 June 17, 1999. GLENAYRE TECHNOLOGIES, INC. By: /s/ Stanley Ciepcielinski --------------------------- Stanley Ciepcielinski Executive Vice President, Chief Operating Officer 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/ Ramon D. Ardizzone President, Chief Executive Officer June 17, 1999 - ---------------------------------------- (Principal Executive Officer), Chairman Ramon D. Ardizzone of the Board and Director /s/ Stanley Ciepcielinski Executive Vice President, Chief Operating June 17, 1999 - ---------------------------------------- Officer, Chief Financial Officer (Principal Stanley Ciepcielinski Financial Officer), Treasurer and Director /s/ Clarke H. Bailey Director June 17, 1999 - ---------------------------------------- Clarke H. Bailey /s/ Donald S. Bates Director June 17, 1999 - ---------------------------------------- Donald S. Bates /s/ Peter W. Gilson - ----------------------------------------- Director June 17, 1999 Peter W. Gilson /s/ John J. Hurley Director June 17, 1999 - ---------------------------------------- John J. Hurley /s/ Thomas C. Israel Director June 17, 1999 - ---------------------------------------- Thomas C. Israel /s/ Stephen P. Kelbley Director June 17, 1999 - ---------------------------------------- Stephen P. Kelbley /s/ Anthony N. Pritzker Director June 17, 1999 - ---------------------------------------- Anthony N. Pritzker /s/ Horace H. Sibley Director June 17, 1999 - ---------------------------------------- Horace H. Sibley /s/ Billy C. Layton Vice President, Controller, Secretary June 17, 1999 - ---------------------------------------- and Chief Accounting Officer Billy C. Layton (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 Technologies, Inc. Employee Stock Purchase Plan, as amended (filed herewith). 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, LLP (contained in Exhibit 5). 23.3 Acknowledgment of Ernst & Young LLP (filed herewith). 4 EX-4 2 EXHIBIT 4 EXHIBIT 4 GLENAYRE TECHNOLOGIES, INC. -------------------------- EMPLOYEE STOCK PURCHASE PLAN ---------------------------- (AS AMENDED EFFECTIVE MAY 25, 1999) GLENAYRE TECHNOLOGIES, INC. EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED EFFECTIVE MAY 25, 1999) PAGE # ARTICLE I -DEFINITIONS..................................................1 (a) "Associated Company"..................................1 (b) "Balance of Contributions"............................1 (c) "Board"...............................................1 (d) "Compensation Committee"..............................1 (e) "Employee"............................................1 (f) "Glenayre"............................................1 (g) "Glenayre Common Shares"..............................1 (h) "Market Price"........................................1 (i) "Member"..............................................1 (j) "NASDAQ"..............................................1 (k) "Participating Company"...............................2 (l) "Plan"................................................2 (m) "Plan Committee"......................................2 (n) "Purchase Price"......................................2 (o) "Salary"..............................................2 (p) "Service".............................................2 (q) "Six-Month Period"....................................2 ARTICLE II -GENERAL.....................................................2 ARTICLE III -MEMBERSHIP.................................................3 ARTICLE IV -CONTRIBUTIONS...............................................4 ARTICLE V -ACCOUNTS.....................................................5 ARTICLE VI -PRICE.......................................................6 ARTICLE VII -PURCHASES..................................................6 ARTICLE VIII -ADMINISTRATION OF THE PLAN................................7 ARTICLE IX -OTHER COMPANIES.............................................8 ARTICLE X -AMENDMENT AND TERMINATION....................................9 ARTICLE XI -MISCELLANEOUS...............................................9 GLENAYRE TECHNOLOGIES, INC. --------------------------- EMPLOYEE STOCK PURCHASE PLAN ----------------------------- (AS AMENDED EFFECTIVE MAY 25, 1999) ARTICLE I - DEFINITIONS As used herein: (a) "Associated Company" means any company in which Glenayre has a 50% or greater share interest, directly or indirectly, through one or more intermediaries. (b) "Balance of Contributions" means at any time that amount which is the sum of the aggregate amount of contributions made by a Member pursuant to Paragraphs 1 and 2 of Article IV, during the Six-Month Period current at the time of determination, and any amount carried forward from a previous Six-Month Period pursuant to Subclause 1(a)(i) or Subparagraph 1(b) of Article VII. (c) "Board" means the Board of Directors of Glenayre or any Committee appointed by the Board of Directors to administer the Plan. (d) "Compensation Committee" means the committee appointed by the Board that has responsibility for appointing the Plan Committee as well as overall responsibility for all compensation matters of Glenayre. (e) "Employee" means any person employed on a permanent full-time basis (per the respective company's facility policy) by a Participating Company. (f) "Glenayre" means Glenayre Technologies, Inc., a company incorporated under the laws of Delaware. (g) "Glenayre Common Shares" means common shares in the capital of Glenayre. (h) "Market Price" means the average of the market closing quoted sale prices of Glenayre Common Shares on NASDAQ for the last five (5) trading days before the day on which the Market Price is to be determined. If there is no sale of Glenayre Common Shares on any such day, then the average of the bid and ask prices for Glenayre Common Shares on such day should be included. If Glenayre Common Shares are no longer quoted on the NASDAQ system, then the Plan Committee shall have the authority to specify the method for determining the Market Price of Glenayre Common Shares. (i) "Member" means any person who is currently participating in this Plan under the terms of Article III hereof. (j) "NASDAQ" means the National Association of Securities Dealers, Inc. Automated Quotation System. 1 (k) "Participating Company" means Glenayre or any Associated Company which has adopted the Plan pursuant to Article IX hereof, until such time as that company ceases to be a participant in accordance with Article IX hereof. (l) "Plan" means the Glenayre Technologies, Inc. Employee Stock Purchase Plan as set forth herein or as hereinafter amended. (m) "Plan Committee" means the committee appointed by the Compensation Committee of the Board that is responsible for the administration of the Plan. The Plan Committee shall consist of not less than three (3) and not more than five (5) persons. (n) "Purchase Price" means the price established pursuant to Article VI for the purchase of Glenayre Common Shares in a particular Six-Month Period. (o) "Salary" means the base salary paid to an Employee by a Participating Company for personal services rendered by him as an Employee of such Participating Company, including vacation pay as earned under the Participating Company's vacation policy applicable to all employees, but not including bonuses, commissions, overtime pay, living or other allowances, reimbursements or special payments, or any contributions or benefits under any plan of current or deferred compensation adopted by a Participating Company. (p) "Service" as of any date means the continuous period ending on such date during which a person has been an Employee. (q) "Six-Month Period" means the six calendar month period beginning on each January 1 and July 1. Except as otherwise expressly provided, the masculine gender includes the feminine, and the singular number includes the plural. ARTICLE II - GENERAL The purpose of the Plan is to enable Employees to acquire Glenayre Common Shares through payroll deductions in order to attract and retain persons of ability as Employees of Glenayre and its Associated Companies and to motivate such Employees to exert their best efforts on behalf of Glenayre and any Associated Company. The Board has established the number of Glenayre Common Shares available for the Plan at 2,006,250 shares and such shares are hereby conditionally allotted and shall be reserved for issuance to Employees pursuant to the terms contained herein. The Board may, subject to compliance with all regulatory requirements, from time to time increase the number of Glenayre Common Shares available for purchase under the Plan, provided that the aggregate number of Glenayre Common Shares reserved for issuance pursuant to the Plan or pursuant to any other employee share option or share purchase plan, shall at no time exceed 10% of the number of Glenayre Common Shares then outstanding. 2 ARTICLE III - MEMBERSHIP 1. Eligibility for Membership Each Employee who is employed by a Participating Company as of the first day of any Six-Month Period shall be eligible to become a Member on such day or on the first day of any Six-Month Period thereafter. Membership shall be voluntary. In accordance with Internal Revenue Code Section 423, no grants under the Plan will be allowed to any owners of 5 percent or more of the total combined voting power or value of all classes of stock of Glenayre or an Associated Company. 2. Application for Membership An Employee who is eligible to participate in the Plan may apply for participation in it. Such application for participation shall be in writing or made by such telephonic, electronic or other means as the Plan Committee may approve for purposes of the Plan. Each application shall contain the Employee's agreement to the effect that he: (a) applies for membership in the Plan, and (b) agrees to be bound by all the terms and conditions of the Plan. An Employee's membership in the Plan shall commence upon acceptance of his application by Glenayre as of the commencement of the next Six-Month Period. 3. Termination of a Membership A person shall cease to be a Member upon the happening of any of the following events: (a) A person shall cease to be a Member whenever he ceases to be an Employee for any reason including his retirement, permanent disability or death. (b) An Employee shall cease to be a Member at any time during a Six-Month Period in which he is participating in the Plan by giving ten (10) days' notice to the Plan Committee of his intention to withdraw from the Plan; provided, however, no withdrawals may be made during the final thirty-one (31) days of a Six-Month Period. Such withdrawal notice shall be in writing or made by such telephonic, electronic or other means as the Plan Committee may approve for purposes of the Plan. (c) A person shall cease to be a Member if: (i) the company by which he is employed ceases to be a Participating Company, unless he immediately becomes an Employee of another Participating Company, or (ii) this Plan terminates or is terminated. 3 4. Payment of Balance of Contributions upon Termination A person whose membership has been terminated pursuant to Paragraph 3 of this Article shall receive his Balance of Contributions as soon as practicable after the date of such termination from Glenayre, payable by check or such other means as the Plan Committee may approve for purposes of the Plan. 5. Renewal of Membership A person whose membership has been terminated may renew his membership as follows: (a) A person whose membership has been terminated and whose Service has been interrupted may apply for membership in accordance with Paragraph 2 of this Article when he is again eligible under Paragraph 1 of this Article. (b) An Employee whose membership has been terminated pursuant to Subparagraph 3(b) of this Article but whose Service has not been interrupted may apply for membership in accordance with Paragraph 2 of this Article at the commencement of the next Six-Month Period following such termination. ARTICLE IV - CONTRIBUTIONS 1. Contributions by Members Any Member may contribute on a monthly basis in any Six-Month Period toward the purchase of Glenayre Common Shares for his account under the Plan, an amount which shall not exceed 10% of his Salary during each month. Provided, however, that: (a) in the case of a Member whose Salary is paid in United States currency his contribution shall be not less than $20.00 USD during such month, or (b) in the case of a Member whose Salary is paid in any currency other than that of the United States his contribution during such month shall be not less than an amount in the currency in which he is paid approximately equivalent to $20.00 USD. 2. Payroll Deductions (a) All contributions to the Plan must be made through monthly payroll deductions. A Member (or prospective Member) shall direct such deductions to be made for a given Six-Month Period at the time of the Member's application for membership pursuant to Paragraph 2 of Article III. Any such direction shall remain in effect for subsequent Six-Month Periods until it is changed or revoked by the Member in accordance with Plan requirements. (b) Subject to the limitations on minimum contributions in Paragraph 1 of this Article, a Member may direct such deductions to be increased or decreased in 4 amount prior to the commencement of any Six-Month Period by executing and delivering to the office of the Participating Company by which he is employed written notice to that effect or by transmitting notice to that effect by such telephonic, electronic or other means as the Plan Committee may approve for purposes of the Plan, but any such notice shall not be effective with respect to any Six-Month Period unless it is received prior to the commencement of such period. Except as provided in this Subparagraph or in Paragraph 3 of Article III upon a Member's withdrawal from the Plan, a Member's deductions for a Six-Month Period may not be changed during the Six-Month Period. 3. Remittance of Contributions The Participating Company shall (if not Glenayre), as soon as practicable after the close of each calendar month, forward the Member's contribution to Glenayre together with a statement setting forth the following information: (a) the name of the Member, (b) the amount of his contribution, and (c) such additional information as the Board, Compensation Committee or Plan Committee may require. ARTICLE V - ACCOUNTS 1. Individual Accounts Glenayre shall maintain a Plan account for each Member. 2. Recording of Transactions Glenayre shall cause the account of each Member to be credited with the amount of any contributions by such Member, and debited with the amount of such contributions applied to purchase Glenayre Common Shares. 3. Annual Review The operation of the Plan shall be reviewed by Glenayre's independent accountants at least annually. 4. Statements of Account As promptly as practicable after the close of each Six-Month Period, Glenayre shall cause a statement to be mailed or delivered to each Member setting forth the accounts of such Member as of the close of the Six-Month Period. Such statement shall be deemed to be correct unless Glenayre is notified to the contrary within thirty (30) days after it is mailed to such Member. 5 ARTICLE VI - PRICE The Purchase Price for each Glenayre Common Share to be purchased with Plan contributions in any Six-Month Period shall be determined by the Compensation Committee on the first day of each Six-Month Period on which the NASDAQ is open and shall not be less than the Market Price of Glenayre Common Shares on such day less a discount as set from time to time by the Board not to exceed the maximum permitted discount under (a) Section 423 of the Internal Revenue Code, (b) NASDAQ regulations or (c) applicable state business corporation law. ARTICLE VII - PURCHASES 1. Purchase of Glenayre Common Shares (a) If the Market Price of Glenayre Common Shares on the last day of any Six-Month Period is: (i) less than the Purchase Price established for that Six-Month Period, each Member shall have the following election: (A) to have his Balance of Contributions to that date retained and carried forward to the next Six-Month Period, or (B) to have his Balance of Contributions refunded to him by Glenayre, in which event Glenayre shall as soon as practicable after receipt of such election pay to the Member his Balance of Contributions (without interest), such election under Subclause (B) above to be exercised by the Member filing with Glenayre a completed notice or transmitting such notice to Glenayre by such telephonic, electronic or other means as the Plan Committee may approve, which notice shall be effective for the Six-Month Period commencing after the date of filing or transmission thereof and for all subsequent Six-Month Periods until revoked, provided that a failure to file or transmit such notice will constitute the Member's election to have his Balance of Contributions retained and carried forward into the next Six-Month Period. (ii) equal to or greater than the Purchase Price established for that Six-Month Period, Glenayre shall as of the first business day following the last day of that Six-Month Period apply the Member's Balance of Contributions to the purchase from Glenayre of Glenayre Common Shares at the Purchase Price established for that Six-Month Period, and shall as expeditiously as possible thereafter cause the Glenayre Common Shares purchased for the Member under the Plan to be delivered to such Member. Such delivery may be effected by the delivery of a share certificate to the Member, the crediting of a book entry account established for the Member with the number of Glenayre Common Shares purchased for the Member or such other means as the Plan Committee may adopt for purposes of the Plan. 6 (b) Nothing shall obligate Glenayre to purchase, or the registrar of Glenayre to issue, fractional shares, and where the application of all of a Member's Balance of Contributions for the purchase of Glenayre Common Shares would result in the issuance of fractional shares, the excess of the Balance of Contributions over the maximum amount that may be applied to the purchase of whole Glenayre Common Shares shall be retained in the Member's account and carried forward into the next Six-Month Period. (c) A Member who elects pursuant to Subclause 1(a)(i)(B) of this Article to have his Balance of Contributions refunded to him shall indicate, in the same notice by which such election is exercised, whether or not he intends to participate in the next Six-Month Period of the Plan. A failure to make any specification shall be deemed to be the Member's election to continue participating and the Participating Company that employs him shall continue to make payroll deductions from the Member's salary during the next Six-Month Period and in all respects treat the Member as a participant in the Plan. (d) A Member who elects to have his Balance of Contributions paid out to him pursuant to Subclause 1(a)(i)(B) of this Article and indicates his intention not to participate in the Plan in the next Six-Month Period shall be permitted to apply for membership in the Plan in accordance with Paragraph 2 of Article III at the beginning of any subsequent Six-Month Period. 2. Limitations on Purchases If a Member could acquire within the same calendar year shares of stock of Glenayre or an Associated Company under all "employee stock ownership plans" within the meaning of Section 423(b) of the Internal Revenue Code sponsored by Glenayre or an Associated Company (including Glenayre Common Shares such Member would be entitled to purchase under the Plan) having a total fair market value which exceeds $25,000, then the maximum number of Glenayre Common Shares purchased for such Member for a Six-Month Period shall be reduced so that such total fair market value does not exceed $25,000. If the Plan Committee determines that a Member may be affected by the limitation of this Paragraph, such Member may make a special election to such Member's payroll deductions. Any such election shall not be deemed a withdrawal from membership in the Plan. ARTICLE VIII - ADMINISTRATION OF THE PLAN 1. Duties and Powers The Compensation Committee of the Board shall appoint a Plan Committee of not less than three (3) and not more than five (5) persons. The Plan Committee shall be responsible for the day-to-day administration of the Plan and the proper execution of its provisions. It shall maintain all necessary books of account and records. The Plan Committee shall be responsible for the implementation of the Plan and the determination of all questions arising hereunder. It shall have the power, as directed by the Compensation Committee: 7 (a) to establish, interpret, enforce, amend and revoke from time to time, such rules and regulations for the administration of the Plan and the conduct of its operations as it deems appropriate, provided such rules and regulations are uniformly applicable to all persons similarly situated, and (b) to retain such counsel and employ such accounting, clerical and other assistance as in its judgment may from time to time be required. Any action which the Plan Committee is required or authorized to take shall be final and binding upon each and every person who is or may become interested in the Plan. 2. Expenses The expenses of administering the Plan shall be paid by the Participating Companies on an allocated basis calculated on an annual basis by the Plan Committee using the pro rata Member ratio to the total number of Members. ARTICLE IX - OTHER COMPANIES 1. Additional Companies Any Associated Company may, with the consent of the Board, and provided that the issue of Glenayre Common Shares to employees of the Associated Company may be effected without any filing of an additional prospectus or registration under applicable securities laws, become a Participating Company and shall become one upon its delivering to the Board a certified copy of a resolution duly adopted by its board of directors to the effect that it: (a) adopts the Plan as then in effect or thereafter amended, and (b) consents to have the Plan administered by the Plan Committee as constituted from time to time. 2. Withdrawal Any company which is a Participating Company, other than Glenayre, may cease to be a Participating Company at any time and shall cease to be one upon delivering to the Board a certified copy of a resolution to that effect duly adopted by its board of directors. 3. Divestiture If Glenayre ceases to have, either directly or indirectly through one or more intermediaries, a share interest in any company which is a Participating Company hereunder, such company shall cease to be a Participating Company as of the date on which Glenayre ceased to have such an interest. 8 ARTICLE X - AMENDMENT AND TERMINATION 1. Amendment Glenayre reserves the right to amend the Plan in whole or in part at any time and from time to time. It shall promptly notify all Participating Companies of any such amendment. Any such amendment may be given retroactive effect, but may not deprive any Member or his legal representative without their consent of any contributions or Glenayre Common Shares held by Glenayre, the Transfer Agent, or a Participating Company for his account at the time of such amendment. 2. Termination Glenayre reserves the right to terminate the Plan at any time. 3. Effect of Termination Upon the termination of the Plan, the membership of every Member shall terminate and Glenayre shall, upon the election of each person who was a Member at the time of such termination using a form established by the Plan Committee: (a) pay to such person, within twenty (20) days, by check his Balance of Contributions without interest, or (b) apply such person's Balance of Contributions to the purchase of Glenayre Common Shares at a price equivalent to the Purchase Price established for the Six-Month Period in which such termination occurs, and shall as expeditiously as possible thereafter cause the Glenayre Common Shares purchased for the person under the Plan to be delivered to him. If such person fails to notify Glenayre of his election within five (5) days of such termination Glenayre shall be entitled to pay him his Balance of Contributions without interest. ARTICLE XI - MISCELLANEOUS 1. Effect of Certain Transactions The number of Glenayre Common Shares reserved for issuance under the Plan pursuant to Article III and the Purchase Price established for a Six-Month Period shall be appropriately adjusted to reflect any increase or decrease in the number of issued Glenayre Common Shares resulting from a stock split, a consolidation of shares, the payment of a stock dividend or any other capital adjustment affecting the number of issued Glenayre Common Shares. In the event that issued and outstanding Glenayre Common Shares shall be changed into or exchanged for a different number or kind of shares of stock or other securities of Glenayre or another corporation, whether through reorganization, recapitalization, merger, consolidation or otherwise, then there shall be substituted for each Glenayre Common Share reserved for issuance under the Plan but not yet purchased for Members, the number and kind of shares of stock or other securities into 9 which each outstanding Glenayre Common Share shall be so changed or for which each such Glenayre Common Share shall be exchanged. The foregoing adjustments and the manner of application of the foregoing provisions shall be determined by the Plan Committee in its sole discretion. Any such adjustment may provide for the elimination of any fractional share which might otherwise be reserved for issuance or issued under the Plan. 2. Non-assignability No right or interest of any Member under the Plan, or in any assets or Glenayre Common Shares held by Glenayre, the transfer agent for Glenayre Common Shares or any Participating Company for his account shall be assignable or transferable in whole or in part, either directly, by operation of law or otherwise, except through devolution by death or incompetency, and no right or interest of any Member under the Plan or in such assets shall be liable for or subject to any obligation or liability of such Member. 3. Right to Continued Employment Nothing in the Plan shall be construed as giving any Employee the right to be retained in the employ of any Participating Company or any right to any payment whatsoever except to the extent of the benefits provided for by the Plan. Each Participating Company expressly reserves the right to dismiss any Employee at any time without liability for the effect which such dismissal might have upon him as a Member of the Plan. 4. Registration No Glenayre Common Shares shall be issued for purposes of the Plan until such shares have been authorized for listing on each stock exchange on which such shares are required to be listed, nor may Glenayre Common Shares be offered under the Plan in jurisdictions in which registration of the Plan or Glenayre or the filing of a prospectus in respect thereof is required, unless Glenayre elects to effect such registration or filing, and thereafter until such registration or filing has been effected. 5. Construction The Plan shall be governed by and construed in accordance with the laws of the State of Delaware. 10 EX-5 3 EXHIBIT 5 EXHIBIT 5
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P. ATTORNEYS AT LAW Bank of America 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 17, 1999 Glenayre Technologies, Inc. 5935 Carnegie Boulevard Charlotte, NC 28209 Gentlemen: You have requested our opinion in connection with the registration under the Securities Act of 1933, as amended, of 1,500,000 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 Technologies, Inc. Employee Stock Purchase Plan, as amended (the Plan), to increase by 1,500,000 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 1,500,000 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, KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P. EX-23 4 EXHIBIT 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 1,500,000 shares of Common Stock under the Glenayre Technologies, Inc. Employee Stock Purchase Plan of our report dated February 15, 1999, 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, 1998, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Charlotte, North Carolina June 17, 1999 EX-23 5 EXHIBIT 23.3 Exhibit 23.3 June 17, 1999 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 1,500,000 shares of its Common Stock under the Glenayre Technologies, Inc. Employee Stock Purchase Plan of our report dated April 22, 1999, 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, 1999. Very truly yours, Ernst & Young, LLP -----END PRIVACY-ENHANCED MESSAGE-----