As filed with the Securities and Exchange Commission on March 16, 2000.
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
________________________
WESTELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3154957
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
750 NORTH COMMONS DRIVE
AURORA, ILLINOIS 60504
(Address of Principal Executive Offices)
WESTELL TECHNOLOGIES, INC.
1995 STOCK INCENTIVE PLAN
(Full title of the plans)
MARC ZIONTS
CHIEF EXECUTIVE OFFICER
750 NORTH COMMONS DRIVE
AURORA, ILLINOIS 60504
(Name and address of agent for service)
630-898-2500
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Offering Price Per Aggregate Offering
Amount to be Share(2) Price(2) Amount of Registration
Title of Securities to be Registered(1) Fee
Registered
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value
$0.01 per share 6,990,877 $32.44 $226,784,050 $59,871
- ----------------------------------------------------------------------------------------------------------------------
(1) In addition, this registration statement also covers an indeterminate number
of additional shares which may be issued if the anti-dilution adjustment
provisions of the plan becomes operative.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act of 1933 on
the basis of the average of the high and low prices of the Class A Common
Stock as quoted on the Nasdaq National Market on March 15, 2000.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
We incorporate by reference the Registration Statement on Form S-8
that we filed with the SEC on December 1, 1995 (File No. 33-99914).
We also incorporate by reference the following documents:
(1) Our Annual Report on Form 10-K for the fiscal year ended
March 31, 1999, which we have filed with the SEC.
(2) Our Quarterly Reports on Form 10-Q for the quarter periods
ended June 30, 1999 and September 30, 1999, and December 31, 1999, each of which
we have filed with the SEC.
(3) Our Current Reports on Form 8-K, dated April 16, 1999,
June 11, 1999, December 17, 1999 and February 3, 2000, each of which we have
filed with the SEC.
(4) The description of our Class A Common Stock contained in
our Registration Statement on Form 8-A, dated November 22, 1995, which we have
filed with the SEC.
Any documents which we file with the SEC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, after today but
before we file a post-effective amendment to this registration statement which
states that all shares of our common stock offered have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
by reference in this registration statement from the date of filing (we refer to
such documents, and the documents listed above, as "Incorporated Documents").
To the extent information contained in this registration statement
or any Incorporated Document differs from information contained in an
earlier-filed Incorporated Document, rely on the different information in this
registration statement or the later-filed Incorporated Document.
<PAGE>
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 Aurora, Illinois on March 15, 2000.
WESTELL TECHNOLOGIES, INC.
By: /s/ Marc Zionts
-------------------------------
Marc Zionts,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert H. Gaynor, Marc Zionts and Melvin
J. Simon and each of them, his true and lawful attorney-in-fact and agent, with
full power to act without the other and with full power of substitution and
resubstitution, for him and on his behalf and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Westell Technologies, Inc.) to sign any and all amendments to this Registration
Statement, and to file all of the same, with all exhibits thereto, and other
documents in connection therewith, with the SEC, 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 in
and about the premises, 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 any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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 March 15, 2000.
/s/ Robert H. Gaynor Chairman of the Board of Directors
- -------------------------------------
Robert H. Gaynor
/s/ Marc Zionts Chief Executive Officer (Principal
- ------------------------------------- Executive Officer) and Director
Marc Zionts
/s/ Nicholas C. Hindman Interim Chief Financial Officer
- ------------------------------------- (Principal Financial and
Nicholas C. Hindman Accounting Officer)
/s/ Paul A. Dwyer Director
- -------------------------------------
Paul A. Dwyer
/s/ Robert C. Penny III Director
- -------------------------------------
Robert C. Penny III
Director
- -------------------------------------
John W. Seazholtz
/s/ Melvin J. Simon Director
- -------------------------------------
Melvin J. Simon
/s/ J. William Nelson Director
- -------------------------------------
J. William Nelson
/s/ Thomas A. Reynolds, III Director
- --------------------------------------
Thomas A. Reynolds, III
<PAGE>
EXHIBIT INDEX
4.1 Amended and Restated Certificate of Incorporation, as amended
(incorporated herein by reference to Exhibit 3.1 to Westell
Technologies, Inc.'s Registration Statement on Form S-3, as
amended, Registration No. 333-79407)
4.2 Amended and Restated By-laws (incorporated herein by
reference to Exhibit 4.2 to Westell Technologies, Inc.'s
Registration Statement on Form S-4, as amended, Registration
No. 333-95539)
5 Opinion of McDermott, Will & Emery
23.1 Consent of Arthur Andersen LLP
23.2 Consent of McDermott, Will & Emery (included in Exhibit 5)
24 Powers of Attorney (included in the signature page)
March 16, 2000
Board of Directors
Westell Technologies, Inc.
750 North Commons Drive
Aurora, Illinois 60504
Re: Registration Statement on Form S-8; 5,000,000 shares of
Class A Common Stock to be issued pursuant to 1995 Stock
Incentive Plan
--------------------------------------------------------
Gentlemen:
You have requested our opinion in connection with the above-referenced
Registration Statement on Form S-8 (the "Registration Statement") of Westell
Technologies, Inc. (the "Company"), to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, to register 5,000,000
shares of the Class A Common Stock of the Company, $0.01 par value (the "Common
Stock"), which may be issued pursuant to the Westell Technologies, Inc. 1995
Stock Incentive Plan (the "Plan").
We have examined or considered:
1. A copy of the Company's Amended and Restated Articles of
Incorporation, as amended.
2. The Amended and Restated By-Laws of the Company.
3. Copies of resolutions duly adopted by the Board of
Directors and evidence of stockholders approvals relating to the
amendment to the Plan to increase by 5,000,000 the number of shares of
Class A Common Stock which may be issued thereunder.
4. A copy of the Plan.
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion. In our examination, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as copies, the
genuineness of all signatures on documents reviewed by us and the legal capacity
of natural persons.
<PAGE>
Board of Directors
Westell Technologies, Inc.
March 16, 2000
Page 2
Based on the foregoing, we are of the opinion that all corporate
proceedings necessary for the authorization, issuance and delivery of the shares
of Class A Common Stock under the Plan have been duly taken and upon issuance
pursuant to the terms of the Plan, the Class A Common Stock will be validly
issued, fully paid and nonassessable.
This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and is not to be used, circulated,
quoted or otherwise referred to for any other purpose without our prior written
consent. Notwithstanding the foregoing, we hereby consent to the references to
our firm in the Registration Statement and to the filing of this opinion by the
Company as an Exhibit to the Registration Statement. In giving this consent, we
do not hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ McDermott, Will & Emery
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated May 11, 1999
included (or incorporated by reference) in Westell Technologies, Inc. and
Subsidiaries Form 10-K for the year ended March 31, 1999 and to all references
to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
March 17, 2000
