<PAGE>
As filed with the Securities and Exchange Commission on November 15, 1996
Registration No. 333-1520
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
AML COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
____________________
DELAWARE 77-0130894
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1000 Avenida Acaso
Camarillo, California 93012
(805) 388-1345
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
____________________
STOCK INCENTIVE PLAN
(Full title of the plan)
____________________
JACOB INBAR
President, Chief Executive Officer and Chairman of the Board
AML COMMUNICATIONS, INC.
1000 Avenida Acaso
Camarillo, California 93012
(805) 388-1345
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________
With a copy to:
PETER F. ZIEGLER, ESQ.
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be Registered be Registered Offering Price per Aggregate Registration
Share (1) Offering Price (1) Fee (1)
Common Stock 398,343 shares $0.9358 $372,789 $112.97
</TABLE>
(1) Estimated in accordance with Rules 457(c) and 457(h) solely for the purpose
of calculating the registration fee with respect to 398,343 shares of
Common Stock that are currently under option, based on the average of
exercise prices ranging from $0.3283 to $15.75 at which the options may be
exercised.
================================================================================
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment to Registration Statement is being
filed by AML Communications, Inc. ("AML" or the "Company") in order to register
398,343 shares which have been reserved for issuance under the Stock Incentive
Plan of AML (the "Plan"). The additional shares of Common Stock that may become
available for purchase in accordance with the provisions of the Plan in the
event of certain changes in the outstanding shares of Common Stock of the
Company, including, among other things, stock dividends, stock splits, reverse
stock splits, reorganizations and recapitalizations, are also being registered.
The Plan provides that the maximum number of shares as to which options or other
awards may be granted will not exceed 1,096,585 shares, subject to adjustments
as described above.
The material which immediately follows constitutes a reoffer
prospectus, prepared on Form S-3, in accordance with General Instruction C to
Form S-8, to be used in connection with resales of securities acquired under the
Plan by the participating officers and directors who may be considered
affiliates of the Company, as defined in Rule 405 under the Securities Act of
1933, as amended.
<PAGE>
REOFFER PROSPECTUS
AML COMMUNICATIONS, INC.
COMMON STOCK
($.01 PAR VALUE)
398,343 SHARES
This Prospectus relates to 398,343 shares of Common Stock, par value
$.01 per share ("Common Stock"), of AML Communications, Inc. ("AML" or the
"Company") which have previously been issued or may in the future be issued
pursuant to awards granted to date under the Company's Stock Incentive Plan (the
"Plan") to, and which may be offered for resale from time to time by, certain
officers and directors of the Company named in Annex I hereto (the "Selling
Stockholders").
The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby (hereinafter, the "Securities"). The Company will
pay all of the expenses associated with this Prospectus. The Selling
Stockholders will pay the other costs, if any, associated with any sale of the
Securities.
SEE "RISK FACTORS" ON PAGE 3 FOR A DISCUSSION OF CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE SECURITIES.
The Common Stock is listed on the Nasdaq National Market (Symbol:
AMLJ).
________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE
_______________________________
THE DATE OF THIS PROSPECTUS IS NOVEMBER 15, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-8 relating
to the Plan (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Securities covered by this Prospectus.
This Prospectus omits certain information and exhibits included in the
Registration Statement, a copy of which may be obtained upon payment of a fee
prescribed by the Commission or may be examined free of charge at the principal
office of the Commission in Washington, D.C.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information filed with
the Commission by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission located at
500 West Madison Street, Suite 1400, Chicago, Illinois 60606-2511 and at 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of such material can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company's Common Stock is listed on the Nasdaq National Market
(Symbol: AMLJ), and reports and information concerning the Company can be
inspected at such exchange, 1735 K Street N.W., Washington, D.C. 20006-1500.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission are by this reference incorporated in and made a part of this
Prospectus:
(1) The Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1996 and the portions of the Company's Proxy Statement dated
July 25, 1996 incorporated by reference in such Annual Report on Form 10-KSB;
(2) The Quarterly Reports on Form 10-Q for the quarterly periods
ended June 30, 1996 and September 30, 1996; and
(3) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed November 8, 1995, together with any
amendment or report filed with the Commission for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 into this Prospectus.
2
<PAGE>
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
Copies of all documents which are incorporated herein by reference
(not including the exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents or into this
Prospectus) will be provided without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon a written or oral
request to AML Communications, Inc., Attention: Chief Financial Officer, 1000
Avenida Acaso, Camarillo, California, 93012, telephone number (805) 388-1345.
THE COMPANY
AML Communications, Inc., which was organized in 1986 under the name
Advanced Milliwave Laboratories, Inc., designs, manufactures and markets
multicarrier amplifiers, repeaters and related products for the cellular and
otehr communications markets. The Company's principal executive offices are
located at 1000 Avenida Acaso, Camarillo, California, 93012, and its telephone
number is (805) 388-1345. Additional information regarding the Company is set
forth in the Company's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1996 (which is incorporated herein by reference).
RISK FACTORS
Prospective investors should consider carefully, the information
incorporated into this Prospectus by reference before purchasing the Securities
offered hereby.
SELLING STOCKHOLDERS
The table attached as Annex I hereto sets forth, as of the date of
this Prospectus or a subsequent date if amended or supplemented, (a) the name of
each Selling Stockholder and his or her relationship to the Company during the
last three years; (b) the number of shares of Common Stock each Selling
Stockholder beneficially owned prior to this offering (assuming that all options
to acquire shares are exercisable within 60 days, although options actually vest
over four years), (c) the number of Securities offered pursuant to this
Prospectus by each Selling Stockholder; and (d) the amount and the percentage of
the Company's Common Stock that would be owned by each Selling Stockholder after
completion of this offering. The information contained in Annex I may be amended
or supplemented from time to time.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Securities offered hereby.
3
<PAGE>
PLAN OF DISTRIBUTION
Sales of the Securities offered hereby may be made on the Nasdaq
National Market or the over-the-counter market or otherwise at prices and on
terms then prevailing or at prices related to the then current market price, or
in privately negotiated transactions. In addition, any securities covered by
this Prospectus which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this Prospectus. The Company will not receive
any part of the proceeds of the sales made hereunder. All expenses associated
with this Prospectus are being borne by the Company, but all selling and other
expenses incurred by a Selling Stockholder will be borne by such stockholder.
The Securities may be sold in (a) a block trade in which the broker
or dealer so engaged will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction,
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus, (c) an exchange distribution
in accordance with the rules of such exchange, (d) ordinary brokerage
transactions and transactions in which the broker solicits purchases, and (e) in
privately negotiated transactions not involving a broker or dealer. In effecting
sales, brokers or dealers engaged by the Selling Stockholders may arrange for
other brokers or dealers to participate. Certain Selling Shareholders also may,
from time to time, authorize underwriters acting as their agents to offer and
sell Securities upon such terms and conditions as shall be set forth in any
prospectus supplement. Underwriters, brokers or dealers will receive commissions
or discounts from Selling Shareholders in amounts to be negotiated immediately
prior to sale. Such underwriters, brokers or dealers and any other participating
brokers or dealers may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales and any discounts and commissions
received by them and any profit realized by them on the resale of the Securities
may be deemed to be underwriting discounts and commissions under the Securities
Act.
The amount of Securities that may be sold hereunder by each of the
Selling Shareholders, and any other person with whom he or she is acting in
concert for the purpose of selling such Securities, may not exceed, during any
three-month period, the volume limitation amounts specified in Rule 144(e).
There is no assurance that any of the Selling Shareholders will offer
for sale or sell any or all of the Securities covered by this Prospectus.
INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
4
<PAGE>
ANNEX I
<TABLE>
<CAPTION>
Shares to be Beneficially
Owned upon Completion of
Shares of Common Offering(1)(3)
Stock Beneficially -------------------------
Relationship to Company Owned as of Shares Offered
Selling Stockholder During Last Three Years Nov. 13, 1996(1) Hereby(2) Number Percent
- ------------------- ------------------------ ------------------ -------------- --------- -------
<S> <C> <C> <C> <C> <C>
Jacob Inbar Chairman of the 1,388,168 219,317 1,168,851 19.9%
Board, President and
CEO
Tiberiu Mazilu Vice President, 993,976 24,368 969,608 16.5%
Custom Products and
Director
Edwin J. McAvoy Vice President, 423,378 109,658 313,720 5.3%
Sales and Marketing
and Director
David A. Derby Director(4) 22,500 22,500 0
Richard W. Flatow Director(4) 22,500 22,500 0
</TABLE>
--------------------------
(1) Assumes that all options to acquire shares are exercisable within 60
days, although unvested options actually vest over four years. Includes,
for certain Selling Stockholders, shares held by trusts, spouses or
children, as to which such Selling Stockholders disclaim beneficial
ownership.
(2) Assumes that all options to acquire shares are exercisable immediately.
(3) Assumes that all outstanding options are exercised and all shares
offered hereby are sold, that no additional shares will be acquired and
that no shares other than those offered hereby will be sold.
(4) Messrs. Derby and Flatow have been directors of the Company since
December 1995.
Annex I - Page 1
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by AML Communications, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
are by this reference incorporated in and made a part of this Registration
Statement:
(1) The Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1996 and the portions of the Company's Proxy Statement dated
July 25, 1996 incorporated by reference in such Annual Report on Form 10-KSB;
(2) The Quarterly Reports on Form 10-Q for the quarterly periods
ended June 30, 1996 and September 30, 1996; and
(3) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed November 8, 1995, together with any
amendment or report filed with the Commission for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and the Prospectus that is part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
makes provision for the indemnification of officers and directors in terms
sufficiently broad to indemnify officers and directors of the Company under
certain circumstances from liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. The Company's Certificate of
Incorporation and Bylaws and the indemnification agreements between the Company
and its officers and directors provide, in effect, that, to the fullest extent
and under the circumstances permitted by Section 145 of the DGCL, the
II-1
<PAGE>
Company will indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is a director or officer of the Company or is or was serving at the
request of the Company as a director or officer of another corporation or
enterprise. The Company may, in its discretion, similarly indemnify its
employees and agents. The Company's Certificate of Incorporation relieves its
directors from monetary damages to the Company or its stockholders for breach of
such director's fiduciary duty as directors to the fullest extent permitted by
the DGCL. Under Section 102(b)(7) of the DGCL, a corporation may relieve its
directors from personal liability to such corporation or its stockholders for
monetary damages for any breach of their fiduciary duty as directors except (i)
for a breach of the duty of loyalty, (ii) for failure to act in good faith,
(iii) for intentional misconduct or knowing violation of law, (iv) for willful
or negligent violation of certain provisions in the DGCL imposing certain
requirements with respect to stock repurchases, redemption and dividends, or (v)
for any transactions from which the director derived an improper personal
benefit. Depending upon the character of the proceeding, under Delaware law, the
Company may indemnify against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with any action, suit or proceeding if the person indemnified acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interest of the Company, and, with respect to any criminal
action or proceeding, had no cause to believe his or her conduct was unlawful.
To the extent that a director or officer of the Company has been successful in
the defense of any action, suit or proceeding referred to above, the Company
will be obligated to indemnify him or her against expenses (including attorneys'
fees) actually and reasonably incurred in connection therewith.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index appears on page II-6.
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-
II-2
<PAGE>
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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 the 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies 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 Camarillo, State of California, on the 15th day of
November, 1996.
By: /s/ Jacob Inbar
-------------------------------------
Jacob Inbar
President, Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jacob Inbar and William E. Sheridan, III
as his true and lawful attorneys-in-fact and agents, with full powers 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 all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full powers 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 their substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated below.
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jacob Inbar President, Chief Executive November 15, 1996
- ----------------------------
Jacob Inbar Officer and Chairman of the
Board (Principal Executive
Officer)
/s/ William E. Sheridan, III Vice President, Finance and November 15, 1996
- ----------------------------
William E. Sheridan, III Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Tiberiu Mazilu, Ph.D. Director November 15, 1996
- ---------------------------
Tiberiu Mazilu, Ph.D.
/s/ Edwin J. McAvoy Director November 15, 1996
- --------------------------
Edwin J. McAvoy
</TABLE>
II-4
<PAGE>
<TABLE> <C> <C>
<S>
/s/ David A. Derby Director November 15, 1996
- ------------------------------
David A. Derby
/s/ Richard W. Flatow Director November 15, 1996
- -----------------------------
Richard W. Flatow
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
------- ----------- -------------
<S> <C> <C>
5 Opinion of Gibson, Dunn & Crutcher.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5).
24 Power of Attorney (included on Signature Page).
99.1 Stock Incentive Plan of the Registrant (previously filed as Exhibit
99.1 to the Registrant's Registration Statement in Form S-8 (File
No. 333-1520) and incorporated herein by this reference).
99.2 Form of Employee Nonqualified Stock Option Agreement (previously
filed as Exhibit 99.1 to the Registrant's Registration Statement in
Form S-8 (File No. 333-1520) and incorporated herein by this
reference).
99.3 Form of Incentive Stock Option Agreement (previously filed as
Exhibit 10.13 to the Registrant's Registration Statement on Form SB-
2 (File No. 33-99102-LA) and incorporated herein by this reference).
99.4 Form of Nonemployee Director Stock Option Agreement (previously
filed as Exhibit 10.14 to the Registrant's Registration Statement on
Form SB-2 (File No. 33-99102-LA) and incorporated herein by this
reference).
</TABLE>
II-6
<PAGE>
EXHIBIT 5
<PAGE>
GIBSON, DUNN & CRUTCHER LLP
November 15, 1996
(213) 229-7000
C 00364-00009
AML Communications, Inc.
1000 Avenida Acaso
Camarillo, CA 93012
Re: Post-Effective Amendment to No. 1 to Registration Statement
on Form S-8
Gentlemen:
We have acted as counsel to AML Communications, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of Post-
Effective Amendment No. 1 to Registration Statement on Form S-8 to be filed with
the Securities and Exchange Commission (the "Registration Statement") with
respect to the registration for resale under the Securities Act of 1933 of
398,343 shares of Common Stock, $.01 par value (the "Shares"), of the Company
(the "Common Stock") which have been reserved for issuance from time-to-time
pursuant to awards granted and to be granted pursuant to the Company's Stock
Incentive Plan (the "Plan").
We are familiar with the corporate actions taken and to be taken by
the Company in connection with the authorization, issuance and sale of the
Shares and have made such other legal and factual inquiries as we deem necessary
for the purpose of rendering this opinion.
We have examined, among other things, the Company's Certificate of
Incorporation and Bylaws, the Plan and related agreements, and records of
corporate proceedings and other actions taken and proposed to be taken by the
Company in connection with the authorization, issuance and sale of the Shares
pursuant to awards
<PAGE>
AML Communications, Inc.
November 15, 1996
Page 2
granted under the Plan. Based on the foregoing and in reliance thereon, it is
our opinion that the Shares, when issued pursuant to awards granted and
exercised in accordance with the provisions of the Plan and related agreements,
will be legally issued, fully paid and non-assessable.
The Company is incorporated under the laws of the State of Delaware.
We are not admitted to practice in Delaware. However, we are generally familiar
with the Delaware General Corporation Law and have made such review thereof as
we consider necessary for the purpose of rendering this opinion. Subject to the
foregoing, this opinion is limited to Delaware, California and federal law.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Act or the General Rules and Regulations of the Commission.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
PFZ/JMI
<PAGE>
EXHIBIT 23.1
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated May 14, 1996
(except with regard to the matters discussed in Note 10, as to which the date is
June 5, 1996), included in AML Communications, Inc.'s Form 10-KSB, for the
fiscal year ended March 31, 1996 and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Los Angeles, California
November 14, 1996
