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As filed with the Securities and Exchange Commission on November 30, 1998
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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AML COMMUNICATIONS, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 77-0130894
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
1000 AVENIDA ACASO 93012
CAMARILLO, CA (Zip Code)
(Address of 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, CA 93012
(Name and address of agent for service)
(805) 388-1345
(Telephone number, including area code, of agent for service)
--------------------
With a copy to:
PETER F. ZIEGLER, ESQ.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000
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<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================
Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be Registered be Registered Offering Price per Aggregate Registration
Share Offering Price Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 403,414 shares (1) $1.50(2) $605,121(2) $168.22(2)
$.01 par value
========================================================================================================
</TABLE>
(1) These shares of Common Stock are reserved for issuance pursuant to the Stock
Incentive Plan of AML Communications, Inc. Pursuant to Rule 416, there is
also being registered such number of additional shares which may become
available for purchase pursuant to the foregoing Plan in the event of
certain changes in outstanding shares, including reorganizations,
recapitalizations, stock splits, stock dividends and reverse stock splits.
This Registration Statement does not include 1,096,586 shares available
under the Plan for which a registration statement on Form S-8 (Registration
No. 333-1520) was previously filed on February 21, 1996 and for which a
registration fee was previously paid.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of the Common Stock of AML Communications, Inc. as reported on the
NASDAQ National Market System on November 24, 1998.
<PAGE>
This Registration Statement is being filed for the purpose of registering
additional securities of the same class as other securities for which a
registration statement on Form S-8 was filed with respect to the Stock Incentive
Plan of AML Communications, Inc. Pursuant to General Instruction E of Form S-8,
the Registration Statement on Form S-8 (File No. 333-1520) filed on February 21,
1996 by the Registrant with the Securities and Exchange Commission is hereby
incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission are hereby incorporated in this Registration
Statement by reference:
(1) the Registrant's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1998;
(2) the Registrant's Quarterly Reports on Form 10-QSB for the quarters
ended June 30, 1998 and September 30, 1998;
(3) the Registrant's Current Report on Form 8-K, filed on August 13, 1998;
(4) the description of the Common Stock set forth under the heading
"Description of Capital Stock" in the Registrant's Registration
Statement on Form SB-2, as amended (File No. 33-99102-LA), together
with any amendment or report filed with the Commission for the purpose
of updating such description; and
(5) the Registrant's Registration Statement on Form S-8 (Registration No.
333-1520) filed February 21, 1996.
All documents subsequently filed by the Registrant pursuant to
Sections 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 such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 8. EXHIBITS.
4 Stock Incentive Plan of AML Communications, Inc., as amended and
restated on June 24, 1998 (incorporated by reference to Exhibit
10.17 to Registrant's Form 10-QSB for the quarter ended September
30, 1998).
5 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Arthur Andersen LLP.
2
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23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).
24 Power of Attorney (included on the signature page of this
Registration Statement)
99.1 Form of Employee Nonqualified Stock Option Agreement pursuant to
Stock Incentive Plan (incorporated by reference to Registrant's
Registration Statement on Form S-8 (Registration No. 333-1520)
filed February 21, 1996).
99.2 Form of Incentive Stock Option Agreement pursuant to Stock
Incentive Plan (incorporated by reference to Registrant's
Registration Statement on Form S-8 (Registration No. 333-1520)
filed February 21, 1996).
99.3 Form of amended Nonemployee Director Stock Option Agreement
pursuant to Stock Incentive Plan (incorporated by reference to
Exhibit 10.18 to Registrant's Form 10-QSB for the quarter ended
September 30, 1998).
3
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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 Camarillo, State of California, on this 24th day of
November, 1998.
AML COMMUNICATIONS, INC.
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 Kirk A. Waldron as such
person's true and lawful attorneys-in-fact and agents with full power of
substitution for such person and in such person's name, place and stead, in any
and all capacities, to sign and to file with the Securities and Exchange
Commission, any and all amendments and post-effective amendments to this
Registration Statement, with exhibits thereto and other documents in connection
therewith, granting unto said attorneys-in-fact and agents 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
such person might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any substitute therefor, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jacob Inbar President, Chief Executive Officer and November 24, 1998
- ------------------------------------- Chairman of the Board
Jacob Inbar (Principal Executive Officer)
/s/ Kirk A. Waldron Chief Financial Officer, Chief Operating November 24, 1998
- ------------------------------------- Officer and Vice President of Finance
Kirk A. Waldron (Principal Financial and Accounting Officer)
/s/ Tiberiu Mazilu Director November 24, 1998
- -------------------------------------
Tiberiu Mazilu, Ph.D.
</TABLE>
4
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<TABLE>
<S> <C> <C>
/s/ Edwin J. McAvoy Director November 24, 1998
- -------------------------------------
Edwin J. McAvoy
/s/ David A. Derby Director November 24, 1998
- -------------------------------------
David A. Derby
/s/ Richard W. Flatow Director November 24, 1998
- -------------------------------------
Richard W. Flatow
</TABLE>
5
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4 Stock Incentive Plan of AML Communications, Inc., as amended and
restated on June 24, 1998 (incorporated by reference to Exhibit 10.17 to
Registrant's Form 10-QSB for the quarter ended September 30, 1998).
5 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).
24 Power of Attorney (included on the signature page of this Registration
Statement).
99.1 Form of Employee Nonqualified Stock Option Agreement pursuant to Stock
Incentive Plan (incorporated by reference to Registrant's Registration
Statement on Form S-8 (Registration No. 333-1520) filed February 21,
1996).
99.2 Form of Incentive Stock Option Agreement pursuant to Stock Incentive
Plan (incorporated by reference to Registrant's Registration Statement
on Form S-8 (Registration No. 333-1520) filed February 21, 1996).
99.3 Form of amended Nonemployee Director Stock Option Agreement pursuant to
Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to
Registrant's Form 10-QSB for the quarter ended September 30, 1998).
<PAGE>
November 30, 1998
(213) 229-7000 C 00364-00009
AML Communications, Inc.
1000 Avenida Acaso
Camarillo, CA 93012
Re: 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 a
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Registration Statement") with respect to the registration under
the Securities Act of 1933, as amended (the "Act"), of 403,414 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, as amended (the
"Plan").
We have examined, among other things, the Company's Certificate of
Incorporation, Bylaws and the Plan, each as amended to date, 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 granted under the Plan.
Based on the foregoing and in reliance thereon, it is our opinion that the
Shares of Common Stock, 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.
<PAGE>
AML Communications, Inc.
November 30, 1998
Page 2
We hereby consent to the use of this opinion as an exhibit 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 Securities and Exchange
Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN]
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 5, 1998
included in AML Communications, Inc.'s Form 10-KSB, for fiscal year ended March
31, 1998 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
November 23, 1998
