<PAGE>
As filed with the Securities and Exchange Commission on March 15, 2000
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-3
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)
Kirk A. Waldron
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)
Copy to:
Peter F. Ziegler
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000
Approximate date of commencement of proposed sale to public:
From time to time after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
_________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================
Amount Proposed Maximum Proposed Maximum
Title of Securities to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share (1) Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 150,000 shares $8.625 $1,293,750 $342
par value $0.01 per share, issuable
upon exercise of certain warrants
=================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(g) and based on the average of the high and
the low price of the Common Stock of the Registrant as reported on March 13,
2000 on the Nasdaq National Market System.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
================================================================================
<PAGE>
Prospectus
- ----------
AML COMMUNICATIONS, INC.
150,000 Shares of
Common Stock
The selling stockholders listed herein under the caption "Selling
Stockholders" may sell, from time to time, up to 150,000 shares of our common
stock, issuable upon exercise of certain warrants previously issued to such
selling stockholders in a private transaction. All of the net proceeds from the
sale of these shares of common stock will go to the selling stockholders. We
will not receive any proceeds from sales of these shares, other than $960,000,
representing the aggregate exercise price of the warrants (assuming that all
warrants are exercised in full and the full exercise price is paid in cash). The
selling stockholders may offer the shares through public or private transactions
at prevailing market prices, at prices related to prevailing market prices, or
at privately negotiated prices. See "Plan of Distribution" on page 7.
Our common stock is traded on the Nasdaq National Market under the symbol
"AMLJ." On March 13, 2000, the last reported sale price of our common stock was
$8.25 per share.
You should read this prospectus carefully before you invest.
Investing in our common stock involves a high degree of risk. See "Risk
Factors" beginning on page 2.
________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The information in this prospectus is not complete and may be changed.
These securities will not be sold until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
________________
The date of this prospectus is March 15, 2000
<PAGE>
AML COMMUNICATIONS, INC.
We design, manufacture and market amplifiers and related products for the
cellular, personal communication services ("PCS"), paging, wireless local loop
("WLL"), satellite and other communication markets. Since our inception, we have
also provided a number of catalog and custom amplifiers to original equipment
manufacturers ("OEM") and other customers in the communications market. Our
wireless products support a broad range of analog and digital transmission
standards and formats including Advanced Mobile Phone Services, Total Access
Communication System, Time Division Multiple Access, Code Division Multiple
Access, Wideband CDMA, Global System for Mobile Communications and Frequency
Hopping Multiple Access. Products designed for application in one or more of the
markets mentioned above include single channel and multi-channel power
amplifiers, low-noise receive amplifiers for both indoor and weather exposed
installation and receiving multicouplers.
We were incorporated in California in 1986 as Advanced Milliwave
Laboratories, Inc. In early 1994, we changed our name to AML Communications,
Inc. In December 1995, in connection with the initial public offering of our
common stock, we changed our state of incorporation from California to Delaware.
Our principal office is 1000 Avenida Acaso, Camarillo, California 93012, and our
telephone number is (805) 388-1345.
RISK FACTORS
An investment in our common stock involves a high degree of risk. You
should carefully consider the following risk factors related to our common stock
offered by this prospectus and to our business and operations. You should also
carefully consider the other information in this prospectus and in the documents
incorporated by reference. Some of these factors have affected our financial
condition or operating results in the past or are currently affecting us. All of
these factors could affect our future financial condition or operating results.
If any of the following risks actually occurs, our business, including our
financial condition and results of operations, could be harmed. If that happens,
the trading price of our common stock could decline, and you may lose all or
part of your investment.
Our business could suffer if we cannot keep pace with the rapidly changing
and highly competitive market for communications products.
We experience significant price competition and expect price competition in
the sale of our products to remain very competitive. We cannot assure you that
our competitors will not develop new technologies or enhancements to existing
products, or introduce new products that will offer superior price or
performance features. We expect our competitors to offer new and existing
products at prices necessary to gain or retain market share. Several of our
competitors have substantial financial resources, which may enable them to
withstand sustained price competition or a downturn in the pricing of their
products in the future. Substantially all of our competitors have, and potential
future competitors could have, substantially greater technical, marketing,
distribution and other resources than we do and have, or could have, greater
name recognition and market acceptance of their products and technologies.
The markets in which we compete are characterized by rapidly changing
technology, evolving industry standards and communications protocols and
continuous improvements in products and services. Our future success depends on
our ability to enhance our current products and to develop and introduce in a
timely manner new products that keep pace with technological developments,
industry standards and communications protocols, compete effectively on the
basis of price, performance and quality, adequately address OEM customer and
end-user customer requirements, and achieve market acceptance. We believe that
to remain competitive in the future we will need to continue to develop new
products, which will require the investment of significant financial resources
in new product development. In this regard, with the deployment of PCS, we have
developed a line of amplifiers for PCS networks. We have developed several WLL
products and have still more in development. We cannot assure you that we will
manufacture such products at competitive prices in sufficient volumes.
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<PAGE>
Because our products are very technologically complex, and the
manufacturing processes used to produce them is very time consuming and
intricate, we may experience development delays or product defects.
We expect that our customers will continue to demand that our products meet
very high standards of quality, performance and reliability. Because we offer
technologically complex products, these products often encounter development
delays and may contain undetected defects or failures that are sometimes not
discovered until after commercial shipments have begun. We cannot assure you
that defects or failures will not occur in the future relating to our product
quality, performance and reliability, and if any such defects or failures do
occur, we cannot assure you that they will not have a material adverse effect on
our business, financial condition and results of operations.
Manufacturing our products is a complex process and requires significant
time and expertise to meet customers' specifications. Successful manufacturing
is substantially dependent upon our ability to tune these products to meet
specifications in an efficient manner. In this regard, we depend on our staff of
trained technicians. If we cannot design our products to minimize the manual
tuning process or if we are unable to attract additional trained technicians, or
we lose a number of our trained technicians, it would have a material adverse
effect on our business, financial condition and results of operations.
We cannot assure you that we will be successful doing business in
international markets. We are subject to numerous risks inherent in
international commerce.
Although we are actively pursuing international customers, we cannot assure
you that we will be successful in attracting them. These sales involve a number
of inherent risks, including:
. imposition of government controls,
. currency exchange fluctuations,
. potential insolvency of international distributors and
representatives or customers,
. reduced protection for intellectual property rights in some
countries,
. the impact of recessionary environments in economies outside the
United States,
. political instability and
. generally longer receivable collection periods, as well as
tariffs and other trade barriers.
In addition, because substantially all of our foreign sales are denominated
in U.S. dollars, increases in the value of the dollar relative to the local
currency would increase the price of our products in foreign markets and make
our products relatively more expensive and less price competitive than our
competitors' products that are priced in local currencies. We cannot assure you
that these factors will not have a material adverse effect on our future
international sales and, consequently, on our business, financial condition and
results of operations.
Our ability to maintain and grow our business is dependent on domestic and
foreign governmental support of wireless communication systems development.
The expansion of wireless communications services depends on developed
countries, such as the United States, continuing to allow deployment of new
networks and upgrades to existing networks, and on less developed countries
deploying wireless communications networks. Our performance could be adversely
affected by any of the following risks:
. failure of local governments or foreign countries to allow
construction of new wireless communications systems,
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. termination or delays by local governments or foreign countries of
existing construction of wireless communications systems,
. imposition of moratoriums by local governments or foreign countries
on building new base stations for existing wireless communications
systems, and
. foreign authorities may disfavor wireless communications systems
because of
. environmental concerns,
. political unrest,
. economic downturns,
. favorable prices for other communications services, or
. delays in implementing wireless communications systems.
We are dependent on a small number of suppliers for certain of our
important components and any disruption in supply of those components could
adversely affected our business.
A number of the parts used in our products are available from only one or a
limited number of outside suppliers due to unique component designs as well as
our quality and performance requirements. To take advantage of volume pricing
discounts, we also purchase certain customized components from single sources.
We have experienced, and expect to continue to experience, shortages of single-
sourced components from time to time.. Shortages have compelled us to adjust our
product designs and production schedules. If single-sourced components become
unavailable in sufficient quantities or available only on unsatisfactory terms,
we would be required to purchase comparable components from other sources and
"retune" our products to function with the replacement components, or we may be
required to redesign our products to use other components, either of which could
delay production and delivery of our products. If we could not obtain comparable
replacements or effectively retune or redesign our products, there could be a
material adverse effect on our business, financial condition and results of
operations.
Because demand for our products is dependent on demand for wireless
service, and downturn in the wireless service industry could adversely affect
our business.
Demand for wireless infrastructure equipment is driven by demand for
wireless service. If demand for wireless services fails to increase or increases
slower than us or our customers currently anticipate, our business, financial
condition and results of operations would be materially and adversely affected.
A large portion of our client base is highly concentrated, and our business
could suffer if we lose key customers.
Our success depends in part upon the rate at which wireless infrastructure
manufacturers incorporate our products into their systems. A substantial portion
of the present worldwide production of RF power amplifiers is captive within the
internal manufacturing operations of leading wireless infrastructure
manufacturers such as Ericsson, Lucent, Motorola, Nokia and Samsung. These
companies regularly evaluate whether to manufacture their own RF power
amplifiers rather than purchase them from us or from other suppliers. These
companies could also directly compete with us by selling their RF power
amplifiers to other manufacturers and operators, including our customers. These
companies may also enter joint venture or strategic relationships with our
competitors. If we are not successful in increasing the use of our products by
the leading wireless infrastructure manufacturers, there could be a material
adverse effect on our business, financial condition and results of operations,
Our major customers can change or cancel their orders on short notice which
can result in our having more inventory and labor capacity than necessary.
4
<PAGE>
We currently sell our products into the OEM and operator distribution
channels to market, both of which are highly volatile markets. As a result, we
receive periodic order forecasts from our major customers who have no obligation
to purchase the forecasted amounts and may change delivery schedules or the mix
of products ordered with minimal notice. Despite this uncertainty, in order to
meet forecasted order and/or management's projections, we must maintain
significant work in process and raw materials inventory, as well as increased
levels of technical production staff. To the extent our major customers purchase
less than the forecasted amounts, we will have higher levels of inventory than
otherwise needed, increasing the risk of obsolescence, and we will have
increased levels of production staff to support such forecasted orders. Such
higher levels of inventory and increased employee levels could reduce our
liquidity and could have a material adverse effect on our business, results of
operation and financial condition.
Our results of operations are subject to significant fluctuations.
Our quarterly and annual results have in the past been, and will continue
to be, subject to significant fluctuations due to a number of factors, any of
which could have a material adverse effect on the our business, financial
condition and results of operations. We cannot assure you that we will not
experience such fluctuations in the future. We establish our expenditure levels
for product development and other operating expenses based on our expected
revenues, and expenses are relatively fixed in the short term. As a result,
variations in timing of revenues can cause significant variations in quarterly
results of operations. Other factors that could cause our results to vary
include:
. changes in timing of customer orders and shipments,
. the availability and cost of components,
. variations in the mix of products having different gross margins,
. discounts extended to customers for volume purchases,
. variations in product development and other operating expenses,
. changes in the average sales prices,
. increased warranty costs,
. cancellations or reductions of customer orders and shipments due to
economic slowdowns in key markets, and
. variations in manufacturing capacities, efficiencies and costs.
We cannot assure you that we will be profitable on a quarter-to-quarter
basis in the future. We believe that period-to-period comparisons of our
financial results are not necessarily meaningful and should not be relied upon
as an indication of future performance. Due to these factors, it is likely that
in some future quarter or quarters that our revenues or operating results will
not meet the expectations of public stock market analysts or investors. In such
event, the market price of our common stock would be materially adversely
affected.
Our business would be harmed if we cannot attract and retain key personnel.
We need to hire and retain highly qualified technical, marketing and
managerial personnel. Competition for personnel, particularly qualified
engineers, is intense, and the loss of a significant number of such persons, as
well as the failure to recruit and train additional technical personnel in a
timely manner, could have a material adverse effect on our business, financial
condition and results of operations.
5
<PAGE>
Our stock price is volatile, and you may lose all or part of your
investment.
Our common stock, and the stock market generally, have from time to time
experienced significant price and volume fluctuations. The fluctuations in the
stock market are often unrelated to the operating performance of particular
companies, and the market prices for securities of technology companies have
been especially volatile. These broad market fluctuations may adversely affect
the market price of our common stock.
Exercise of the warrants will cause dilution in net tangible book value.
Because the exercise price per share is less than the current market price
of our common stock, exercise of the warrants will cause dilution in our net
tangible book value.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common
stock by the selling stockholders, other than $960,000, representing the
aggregate exercise price of the warrants, (assuming that all warrants are
exercised in full and the full exercise price is paid in cash).
SELLING STOCKHOLDERS
In connection with our initial public offering in December 1995 and
pursuant to a warrant agreement by and among AML Communications, Inc (AML),
Wedbush Morgan Securities and First Security Van Kasper, Inc. (formerly Van
Kasper and Company), we issued warrants exercisable into a shares of our common
stock to the stockholders listed below. After giving effect to certain
adjustment provisions in the warrant agreement, those warrants are now
exercisable into a total of 150,000 shares of our common stock. The selling
stockholders may from time to time exercise their right to purchase any or all
of 150,000 shares of our common stock and subsequently offer and sell any or all
of such shares pursuant to this prospectus. The following table sets forth, as
of March 13, 2000, the number of shares of our common stock that each selling
stockholder could beneficially own upon full exercise of the warrant. The term
"selling stockholders" includes the holders listed below and their transferees,
pledgees, donees or other successors. We have prepared this table based upon
information furnished to us by or on behalf of the selling stockholders.
This offering relates only to the sale of shares issuable upon exercise of
the warrants by the selling stockholders named in the following table. Prior to
this offering, the selling stockholders named below did not beneficially own any
of our common stock outstanding on the date of this prospectus. Upon the
completion of this offering, assuming that all of the shares of our common stock
underlying the warrants are sold, and assuming that no other changes in the
selling stockholders beneficial ownership prior to completion of this offering,
the selling stockholders will not beneficially own any shares of our common
stock.
<TABLE>
<CAPTION>
Number Percent
Name of Beneficial Owner of of
- ------------------------ Shares (1) Class (2)
--------- ---------
<S> <C> <C>
Wedbush Morgan Securities, Inc. 75,000 1.175%
First Security Van Kasper, Inc. 75,000 1.175%
</TABLE>
(1) Assumes full exercise of the warrants.
(2) Computed based on 6,380,570 shares of common stock outstanding as of
February 2, 2000.
The information regarding the selling stockholders may change from time to
time. If required, we will set forth these changes in one or more prospectus
supplements.
6
<PAGE>
PLAN OF DISTRIBUTION
The selling stockholders can use this prospectus to sell the shares at any
time while the prospectus is in effect, unless we have notified the selling
stockholders that the prospectus is not then available. The selling stockholders
will determine if, when and how they will sell the shares they own. Any sales
may occur in one or more of the following types of transactions (including block
transactions):
. transactions on the Nasdaq National Market or any other organized
market or quotation system where the shares may be traded,
. privately negotiated transactions between a selling stockholder and
a purchaser, or
. transactions effected with or through a broker-dealer acting as
either agent or principal.
These transactions may involve the transfer of the shares upon exercise or
settlement of put or call options, or the delivery of the shares to replace
shares that were previously borrowed from another stockholder or a combination
of such methods. If a broker-dealer is used in the sale of shares, that person
may solicit potential purchasers. The shares may also be transferred as a gift
or pursuant to a pledge, or may be sold to a broker-dealer acting as principal.
These persons may then sell the shares to another person, either directly or
through another broker-dealer, subject to compliance with the requirements of
the Securities Act.
The price at which sales of the shares occur may be based on market prices
or may be negotiated between the parties, and the consideration may be cash or
another form negotiated between the parties. Broker-dealers acting as agents or
principals may be paid compensation in the form of discounts, concessions or
commissions from the selling stockholder and/or from the purchasers of the
shares, or both. Brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act. Any profits on the resale of shares by a
broker-dealer acting as principal might be deemed to be underwriting discounts
or commissions under the Securities Act. Discounts, concessions, commissions and
similar selling expenses, if any, attributable to the sale of shares will be
borne by the selling stockholder and/or the purchasers. We have agreed to pay
certain of the costs, expenses and fees of preparing, filing and maintaining
this prospectus and the registration statement of which this prospectus is a
part, but we will not receive any proceeds from sale of these shares. The
selling stockholders may agree to indemnify any agent, dealer or broker-dealer
that participates in transactions involving sales of the shares if liabilities
are imposed on it under the Securities Act.
The selling stockholders have advised us that they have not entered into
any agreements, understandings or arrangements with any underwriters or broker-
dealers regarding the sale of their shares, nor is there an underwriter or
coordinating broker acting in connection with a proposed sale of shares by any
selling stockholder. If we are notified by any selling stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
shares, if required, we will file a supplement to this prospectus.
If the selling stockholders use this prospectus for any sale of the shares,
they will be subject to the prospectus delivery requirements of the Securities
Act. Instead of using this prospectus for any sale of the shares, a selling
stockholder may resell shares in compliance with the criteria and requirements
of Securities Act Rule 144.
7
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WHERE YOU CAN FIND
MORE INFORMATION
We file periodic reports, proxy statements and other information with the
Securities and Exchange Commission. You may inspect and copy these reports and
other information at the SEC's public reference facilities in Washington, D.C.
(located at 450 Fifth Street, N.W., Washington, D.C. 20549), Chicago (located at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661) and New York (located at Seven World Trade Center, 13th Floor,
New York, New York 10048). You can also obtain copies of these materials from
the SEC's public reference section (located at 450 Fifth Street, N.W.,
Washington, D.C. 20549) at prescribed rates. Please call the SEC at 1-800-SEC-
0300 for further information about the public reference rooms. The SEC also
maintains a site on the World Wide Web at http://www.sec.gov. This site contains
reports, proxy and information statements and other information about
registrants that file electronically with the SEC.
The SEC permits us to "incorporate by reference" the information and
reports we file with it. This means that we can disclose important information
to you by referring to another document. The information that we incorporate by
reference is considered to be part of this prospectus, and later information
that we file with the SEC automatically updates and supersedes this information.
Specifically, we incorporate by reference:
1. Our Annual Report on Form 10-KSB for the fiscal year ended March 31,
1999;
2. Our Quarterly Reports on Form 10-QSB for the quarters ended June 30,
1999, September 30, 1999 and December 31, 1999;
3. The description of our common stock contained in our Registration
Statement on Form 8-A filed pursuant to Section 12 of the Securities
Act; and
4. All documents we file with the SEC pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this prospectus and
prior to the termination of the offering of the shares offered by this
prospectus.
This prospectus is part of a registration statement we filed with the SEC
under the Securities Act of 1933, as amended (Registration No. 333-_______).
This prospectus does not contain all of the information set forth in the
registration statement. You should read the registration statement for further
information about us and our common stock.
We will provide a copy of these filings to each person, including any
beneficial owner, to whom we deliver this prospectus, upon written or verbal
request. You may request a copy of these filings at no cost by writing or
telephoning us at the following address:
Corporate Secretary
1000 Avenida Acaso
Camarillo, California 93012
(805) 388-1345
You should rely only on the information contained in this prospectus. We
have authorized no one to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of this prospectus.
FORWARD-LOOKING STATEMENTS
We have made forward-looking statements in this prospectus that are based
on our management's beliefs and assumptions and on information currently
available to our management. Forward-looking statements include information
concerning our possible or assumed future results of operations and statements
preceded by, followed
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by or that include the words "believes," "expects," "anticipates," "intends,"
"plans," "estimates" or similar expressions.
Forward-looking statements involve risks, uncertainties and assumptions.
Actual results may differ materially from those expressed in these forward-
looking statements. You are cautioned not to put undue reliance on any forward-
looking statements. Except as may be required by law, we do not have any
intention or obligation to update forward-looking statements after we distribute
this prospectus. These statements appear in a number of places in this
prospectus and include statements regarding our intentions, plans, strategies,
beliefs or current expectations and those of our directors or our officers with
respect to, among other things:
. our ability of the Company to realize production efficiencies due
to reconfiguration of our production floor;
. our ability to maintain ISO 9001 certification;
. our opportunity to secure future orders from domestic and
international customers;
. domestic and international economic conditions, generally, in our
industry and in our customers' industries;
. numbers of reductions or cancellations in orders from new or
existing customers;
. the variability in gross margins on new products;
. success in the design of new products or the redesign of existing
products and our ability to manufacture in quantity such new or
redesigned products;
. our ability to acquire new customers;
. our ability to manage intensely competitive industry conditions
with increasing price competition, business conditions and, growth
in the wireless communications market.
You should understand that a number of factors could cause our results to
differ materially from those expressed in the forward-looking statements. The
information incorporated by reference or provided in this prospectus identifies
important factors that could cause such differences.
LEGAL MATTERS
The validity of the shares of common stock covered by this prospectus was
passed upon by Gibson, Dunn & Crutcher LLP, Los Angeles, California.
EXPERTS
The audited financial statements incorporated by reference in this
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance of said firm as experts in giving said reports.
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================================================================================
No person has been authorized in connection with any offering made under this
prospectus to give any information or to make any representations other than
those contained in this prospectus. If given or made, such information or
representations must not be relied upon as having been authorized by us or the
selling stockholders. Neither the delivery of this prospectus nor any sale made
under this prospectus will, under any circumstances, imply that there has been
no change in our affairs or that the information in this prospectus is correct
as of any time subsequent to the date as of which the information is given. This
prospectus does not constitute an offer to sell or the solicitation of any offer
to buy any of the securities offered under this prospectus to anyone in any
jurisdiction in which the offer or solicitation is not authorized or in which
the person making the offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make the offer or solicitation.
________________
Table of Contents
-----------------
RISK FACTORS.............................................................. 2
USE OF PROCEEDS........................................................... 6
SELLING STOCKHOLDERS...................................................... 6
PLAN OF DISTRIBUTION...................................................... 7
WHERE YOU CAN FIND
MORE INFORMATION........................................................ 8
FORWARD-LOOKING STATEMENTS................................................ 8
LEGAL MATTERS............................................................. 9
EXPERTS................................................................... 9
AML COMMUNICATIONS,
INC.
150,000 Shares
Common Stock
________________
Prospectus
________________
March 15, 2000
===============================================================================
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth all expenses payable by us in connection
with the offering of our common stock being registered hereby. All amounts are
estimated except the SEC registration fee.
SEC Registration Fee......................................... $ 342
Legal Fees and Expenses...................................... 15,000
Accounting Fees and Expenses................................. 10,000
Miscellaneous................................................ 10,000
Total................................................... $35,342
=======
Item 15. Indemnification of Officers and Directors
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 AML Communications,
Inc. ("AML") under certain circumstances from liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933.
AML's Charter and Bylaws and the indemnification agreements between AML and its
officers and directors provide, in effect, that, to the fullest extent and under
the circumstances permitted by Section 145 of the DGCL, AML 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 AML or is or was serving at the request of AML as a
director or officer of another corporation or enterprise. AML may, in its
discretion, similarly indemnify its employees and agents. The Charter relieves
its directors from monetary damages to AML 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, AML
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 AML has been successful in the defense of any action,
suit or proceeding referred to above, AML will be obligated to indemnify him or
her against expenses (including attorneys' fees) actually and reasonably
incurred in connection therewith.
II-1
<PAGE>
Item 16. Exhibits
The following exhibits are filed herewith or incorporated by reference:
Exhibit
Number Description of Exhibit
------ ----------------------
1.2* Warrant Agreement by and among AML Communications Inc., Wedbush
Morgan Securities. Inc. and First Security Van Kasper, Inc.
(formerly Van Kasper & Company) .*
3.1* Certificate of Incorporation
3.2* Bylaws
5.1** Opinion of Gibson, Dunn & Crutcher LLP as to legality of the
securities registered hereby
23.1** Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
5.1).
23.2 Consent of Arthur Andersen LLP, independent public accountants
24.1 Power of Attorney (included on signature page)
* Previously filed with the Securities and Exchange Commission as an exhibit to
AML's Registration Statement on Form SB-2 No. 33-99102 and incorporated
herein by reference.
** To be filed by amendment.
Item 17. Undertakings
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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-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 (1)(i) and (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 with or furnished to the
Securities Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new
II-2
<PAGE>
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant, 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 Securities 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 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 Securities
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, I
certify that I have reasonable grounds to believe that AML Communications, Inc.
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on March 15, 2000.
AML COMMUNICATIONS, INC.
By: /s/ Kirk A. Waldron
_________________________________________
Kirk A. Waldron
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Kirk A. Waldron his true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and (iv) take any and all actions which may be necessary or appropriate
to be done, as fully for all intents and purposes as he might or could do in
person, hereby approving, ratifying and confirming all that such agent, proxy
and attorney-in-fact or any of his substitutes 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 by the following persons in the
capacities and on the dates indicated.
Name and Signature Title Date
- ------------------ ----- ----
/s/ Jacob Inbar
______________________ Chairman of the Board March 15, 2000
Jacob Inbar and Director
/s/ Kirk A. Waldron
______________________ President, Chief Executive Officer and March 15, 2000
Kirk A. Waldron Director (Principal Executive Officer)
/s/ Scott T. Behan
______________________ Secretary, Executive Vice President- March 15, 2000
Scott T. Behan Sales and Marketing and Director
/s/ David A. Swoish
______________________ Controller and Chief Accounting Officer March 15, 2000
David A. Swoish (Principal Financial and Accounting
Officer)
/s/ David A. Derby
______________________ Director March 15, 2000
David A. Derby
/s/ Richard W. Flatow
______________________ Director March 15, 2000
Richard W. Flatow
/s/ Gerald M. Starek
______________________ Director March 15, 2000
Gerald M. Starek
II-4
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------- ----------------------
1.2* Warrant Agreement by and among AML Communications Inc.,
Wedbush Morgan Securities, and First Security Van Kasper,
Inc. (formerly Van Kasper & Company).*
3.1* Certificate of Incorporation
3.2* Bylaws
5.1** Opinion of Gibson, Dunn & Crutcher LLP as to legality of
the securities registered hereby
23.1** Consent of Gibson, Dunn & Crutcher LLP (included in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, independent public
accountants
24.1 Power of Attorney (included on signature page)
___________
* Previously filed with the Securities and Exchange Commission as an exhibit to
AML's Registration Statement on Form SB-2 No. 33-99102 and incorporated
herein by reference.
** To be filed by amendment.
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<PAGE>
Exhibit 23.2
- ------------
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 12, 1999
included in AML Communications, Inc.'s Form 10-KSB, for the fiscal year ended
March 31, 1999 and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Los Angeles, California
March 13, 2000
