-----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, IU/TGwlMwOrY1k1u1TLQNmEaufrsnotm3yCTdK33vDduUChORzOXo4J1FvHqsCmh sPUayldRHbB2tkvDlkFI5A== 0000950008-01-000003.txt : 20010122 0000950008-01-000003.hdr.sgml : 20010122 ACCESSION NUMBER: 0000950008-01-000003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010104 EFFECTIVENESS DATE: 20010104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYMMETRICOM INC CENTRAL INDEX KEY: 0000082628 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 951906306 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-53180 FILM NUMBER: 1501802 BUSINESS ADDRESS: STREET 1: 2300 ORCHARD PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95131-1017 BUSINESS PHONE: 4084287813 MAIL ADDRESS: STREET 1: 2300 ORCHARD PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95131-1017 FORMER COMPANY: FORMER CONFORMED NAME: SILICON GENERAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: REDCOR CORP DATE OF NAME CHANGE: 19820720 S-8 1 0001.txt SYMMETRICOM, INC. FORM S-8 As filed with the Securities and Exchange Commission on January 4, 2001 Registration No. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- SYMMETRICOM, INC. --------------------------------- (Exact name of registrant as specified in its charter) California 95-1906306 ------------------------------------ -------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2300 Orchard Parkway San Jose, CA 95131 ------------------------------------ -------------------------------- (Address of Principal (Zip Code) Executive Offices) 1999 Employee Stock Plan --------------------------------------------------------- (Full title of the plan) Copy to: THOMAS W. STEIPP Chief Executive Officer RICHARD S. BEBB, ESQ. Symmetricom, Inc. Pillsbury Winthrop LLP 2300 Orchard Parkway 2550 Hanover Street San Jose, CA 95131 Palo Alto, CA 94304 (408) 943-9403 (650) 233-4500 ------------------------------------ -------------------------------- (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE ==============================================================================================================================
Amount To Proposed Proposed Title of Securities Be Maximum Offering Maximum Aggregate Amount of To Be Registered Registered(1) Price Per Share(2) Offering Price Registration Fee - ------------------------------------------------------------------------------------------------------------------------------ Common Stock, no par value 2,000,000 $8.6093 $17,218,600.00 $4,304.65 - ------------------------------------------------------------------------------------------------------------------------------
(1) Calculated pursuant to General Instruction E to Form S-8. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c), based upon the average of the high and low sales prices of the Company's Common Stock on the Nasdaq National Market on December 26, 2000. --------------------------- The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933. INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 GENERAL INSTRUCTION E INFORMATION This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. Registrant's Form S-8 Registration Statement filed with the Securities and Exchange Commission on June 6, 2000 (File No. 333-38616) is hereby incorporated by reference. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents and information previously filed with the Securities and Exchange Commission by the Registrant are hereby incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K (File No. 0-02287) for the fiscal year ended June 30, 2000, filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"); (b) The Registrant's Quarterly Report on Form 10-Q (File No. 0-02287) for the quarter ended September 30, 2000, as amended, filed pursuant to Section 13 of the Exchange Act; (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A (File No. 0-02287) dated December 18, 1990, filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description; and (d) The description of the Registrant's Common Share Purchase Rights contained in the Registrant's Registration Statement on Form 8-A (File No. 0-02287) dated December 18, 1990, filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. In addition, all documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents. EXHIBITS See Index to Exhibits, which is incorporated herein by reference. 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 San Jose, State of California on January 4, 2001. SYMMETRICOM, INC. By /s/ William Slater ------------------------------------- William Slater Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas W. Steipp and William Slater, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. NAME TITLE DATE /s/ Thomas W. Steipp Chief Executive Officer and January 4, 2001 - --------------------------- Director (Principal Executive Thomas W. Steipp Officer) /s/ William Slater Chief Financial Officer and January 4, 2001 - --------------------------- Secretary (Principal Financial William Slater and Accounting Officer) /s/ Richard W. Oliver Chairman of the Board January 4, 2001 - --------------------------- Richard W. Oliver Director January ___, 2001 - --------------------------- Robert T. Clarkson /s/ Robert M. Neumeister, Jr. Director January 4, 2001 - --------------------------- Robert M. Neumeister, Jr. NAME TITLE DATE /s/ Krish A. Prabhu Director January 4, 2001 - --------------------------- Krish A. Prabhu /s/ Richard N. Snyder Director January 4, 2001 - --------------------------- Richard N. Snyder INDEX TO EXHIBITS Exhibit Number Exhibit - --------- --------------------------------------------------------------- 5.1 Opinion of Pillsbury Madison & Sutro LLP 23.1 Independent Auditors' Consent 23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1) 24.1 Powers of Attorney (see page 2) 99.1 2000 Amendment to the 1999 Employee Stock Plan EX-5.1 2 0002.txt OPINION OF PILLSBURY MADISON & SUTRO LLP Exhibit 5.1 PILLSBURY MADISON & SUTRO LLP 2550 HANOVER STREET PALO ALTO, CA 94304 December 22, 2000 Symmetricom, Inc. 2300 Orchard Parkway San Jose, CA 95131 Re: Registration Statement on Form S-8 Ladies and Gentlemen: With reference to the Registration Statement on Form S-8 to be filed by Symmetricom, Inc., a California corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, relating to 2,000,000 shares of the Company's Common Stock (the "Shares") issuable pursuant to the Company's 1999 Employee Stock Plan as amended (the "Plan"), it is our opinion that the Shares have been duly authorized and, when issued and sold in accordance with the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement. Very truly yours, /S/ PILLSBURY MADISON & SUTRO LLP EX-23.1 3 0003.txt INDEPENDENT AUDITORS' CONSENT Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Symmetricom, Inc. on Form S-8 of our report dated July 31, 2000 (August 18, 2000 as to Note N) appearing in the Annual Report on Form 10-K of Symmetricom, Inc. for the year ended June 30, 2000. /S/ DELOITTE & TOUCHE LLP ------------------------------------- Deloitte & Touche LLP San Jose, California January 2, 2001 EX-99.1 4 0004.txt 2000 AMENDMENT TO 1999 EMPLOYEE STOCK PLAN Exhibit 99.1 2000 AMENDMENT TO THE 1999 EMPLOYEE STOCK PLAN OF SYMMETRICOM, INC. THIS AMENDMENT amends the 1999 Employee Stock Plan (the "Plan") of Symmetricom, Inc. (the "Company"). Unless specifically otherwise defined, each term used herein shall have the meaning assigned to such term in the Plan. WITNESSETH: WHEREAS, the Board of Directors has determined that it is in the best interests of the Company to amend the Plan to increase the number of shares authorized for issuance thereunder: NOW THEREFORE, the Plan is hereby amended as follows: 1. STOCK SUBJECT TO THE PLAN. 1.1 Section 3 of the Plan shall be amended by deleting the first sentence and replacing it with the following: "Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that may be optioned and sold under the Plan is 2,900,000 Shares." 2. DATE OF AMENDMENT. To record the adoption of this Amendment to the Plan by the Board of Directors as of August 4, 2000 and the approval by the stockholders of this Amendment on October 23, 2000, the Company has caused its authorized officer to execute the same. SYMMETRICOM, INC. By /S/ THOMAS W. STEIPP -------------------------------------- Thomas W. Steipp As its CHIEF EXECUTIVE OFFICER ---------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----