AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1998.
REGISTRATION NO. 333-49381
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SAWTEK INC.
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(Exact name of registrant as specified in its charter)
Florida
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(State or other jurisdiction or incorporation or organization)
59-1864440
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(I.R.S. Employer Identification Number)
1818 South Highway 441, Apopka, Florida 32703 (407) 886-8860
(Address including zip code, and telephone number including area code, of
registrant's principal executive offices)
Steven P. Miller, 1818 South Highway 441, Apopka, Florida 32703 (407) 886-8860
(Name, address including zip code, and telephone number including area code, of
agent for service)
Copies to:
WILLIAM A. GRIMM, ESQ.
Gray Harris & Robinson, P.A.
201 East Pine Street
Suite 1200
Orlando, Florida 32802
(407) 843-8880
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
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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
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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.
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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.
X Reg. No.333-49381
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
- --------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Aggregate Price Per Aggregate Offering Amount of Registration
Registered Registered Share(1) Price Fee
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 169,811 $25.00 $4,245,275 $1,287
- --------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 (c) under the Securities Act of 1933 based upon the
average of the high and low prices of the Registrant's Common Stock on April 1,
1998, as reported on the Nasdaq National Market.
</FN>
</TABLE>
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 OF THE SECURITIES
ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8, MAY DETERMINE.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 29, 1998
PROSPECTUS
169,811 Shares
[SAWTEK INC. LOGO]
SAWTEK INCORPORATED
Common Stock
This Prospectus relates to the public offering, which is not being
underwritten, of up to 169,811 shares of Common Stock (the "Shares") of Sawtek
Inc. ("Sawtek" or the "Company"), which may be offered from time to time by any
or all of the shareholders of the Company named herein (the "Selling
Shareholders"). The Company will receive no part of the proceeds of such sales.
All of the Shares were originally issued by the Company in connection with the
Company's acquisition (the "MSI Acquisition") of Microsensor Systems, Inc.
("MSI"), by and through a merger of a newly-formed subsidiary of Sawtek ("Sawtek
Acquisition Corporation") with and into MSI. The Shares were issued pursuant to
an exemption from the registration requirements of the Securities Act of 1933,
as amended (the "Securities Act"), provided by Section 4(2) thereof. The Shares
are being registered by the Company pursuant to the Agreement and Plan of
Reorganization and Merger dated February 25, 1998 (the "Reorganization
Agreement"), by and among Sawtek, Sawtek Acquisition Corporation and MSI.
The Shares may be offered by the Selling Shareholders from time to time
in one or more transactions in the over-the-counter market at prices prevailing
therein, in negotiated transactions at such prices as may be agreed upon, or in
a combination of such methods of sale. See "Plan of Distribution." The price at
which any of the Shares may be sold, and the commissions, if any, paid in
connection with any such sale, are unknown and may vary from transaction to
transaction. The Company will pay all expenses incident to the offering and sale
of the Shares to the public other than any commissions and discounts of
underwriters, dealers or agents and any transfer taxes. See "Selling
Shareholders" and "Plan of Distribution."
The Company's Common Stock is listed on the Nasdaq National Market
under the symbol "SAWS." On April 29, 1998, the last reported sale price of the
Company's Common Stock on the Nasdaq National Market was $29.4375 per share.
------------------
The shares offered hereby involve a high degree of risk.
See "Risk Factors" commencing on page 7.
------------------
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 _______________, 1998.
<PAGE>
AVAILABLE INFORMATION
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 by
the Company can be inspected and copied at the public reference facilities of
the Commission located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices at Seven World
Trade Center, 13th Floor, New York, New York 10048, and Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials also can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at
prescribed rates. In addition, the Commission maintains a World Wide Web site
that contains reports, proxy statements and other information regarding
registrants that file electronically with the Commission. The address of the
Commission's Web site is http://www.sec.gov. The Company's Common Stock is
quoted for trading on the Nasdaq National Market and reports, proxy statements
and other information concerning the Company may also be inspected at the
offices of The Nasdaq Stock Market, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Common Stock offered by
this Prospectus. This Prospectus does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules thereto. For
further information with respect to the Company and the Common Stock offered by
this Prospectus, reference is made to the Registration Statement, including the
exhibits and schedules thereto. Statements contained in this Prospectus as to
the contents of any contract or other document referred to are not necessarily
complete, and in each instance reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference. The Registration
Statement, together with exhibits and schedules thereto, may be inspected at the
public reference facilities of the Commission at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, without charge and copies of the material
contained therein may be obtained at prescribed rates from the Commission's
public reference facilities in Washington, D.C.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions of documents filed by the Company
with the Commission (File No. 0-28276) are incorporated herein by reference: (1)
the Company's Annual Report on Form 10-K for the year ended September 30, 1997,
including information from the Company's Proxy Statement for 1998 incorporated
therein, (2) the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1997, (3) the description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A, effective as of April 29,
1996, including any amendment or report filed for the purpose of updating such
description, (4) the Company's Form 8-K filed on January 7, 1998, (5) and the
Company's Form 8-K filed on February 20, 1998.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of this offering shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained in this Prospectus modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as modified or superseded, to constitute a part of this Prospectus.
2
<PAGE>
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents incorporated herein by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into the document). Requests for copies should be directed to
Raymond A. Link, Vice President and Chief Financial Officer, Sawtek Inc., 1818
South Highway 441, Apopka, Florida 32703, telephone (407) 886-8860.
3
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information, including "Risk Factors" appearing elsewhere in this Prospectus.
The Company
Sawtek Inc. ("Sawtek" or the "Company") designs, develops, manufactures
and markets a broad range of electronic signal processing components based on
surface acoustic wave ("SAW") technology. The Company's primary products are
custom-designed, high performance bandpass filters, resonators, delay lines,
oscillators and SAW-based subsystems. These products are used in a variety of
microwave and radio frequency ("RF") systems, such as CDMA and GSM-based digital
wireless systems, digital microwave radios, wireless local area networks
("WLAN"), cable television equipment, chemical sensors and various defense and
satellite systems. The Company's products offer key advantages such as lower
distortion, reduced size and weight, high reliability and precise frequency
control compared to products based on alternative technologies and address
rapidly growing needs in telecommunications, data communications, video
transmission, military and space systems and other markets. The Company's
proprietary computer aided design ("CAD") and analysis software tools support
rapid and precise SAW device design and simulation, enabling Sawtek and its
customers to achieve timely new product development. The Company's commercial
customer base accounts for approximately 85%-90% of net sales and includes major
telecommunications equipment producers such as Ericsson, LGIC, Lucent
Technologies, Motorola, Nokia, Qualcomm and Samsung.
The wireless communications industry is experiencing significant
worldwide growth. Improvements in wireless communications products such as
cellular, personal communications services ("PCS"), global satellite telephones
and wireless data systems are contributing to this growth. While eliminating the
need for costly and time consuming development of extensive wired
infrastructure, wireless communication systems offer the same functional
advantages as wired systems with the added benefits of reduced installation
costs and increased user convenience. In addition, new digital
telecommunications standards and technology are rapidly emerging to provide the
performance improvements necessary to address the overcrowding of existing
cellular systems. SAW technology is an enabling solution which meets the more
demanding performance, size and reliability requirements of these numerous and
developing wireless voice, data and video applications.
As a leading worldwide supplier of SAW-based components, Sawtek has
designed and manufactured more than 1,500 different SAW products that operate
from 10 MHz to nearly 3 GHz for both commercial and military applications. The
Company's products, comprising one of the broadest SAW product lines in the
industry, are used by diverse original equipment manufacturers in numerous
applications ranging from basestation and handheld telecommunications
applications in digital telephone systems to state-of-the-art, high performance
SAW-based subsystems.
Sawtek intends to leverage its advanced design and manufacturing
technology and strong customer relationships to become a leading worldwide
provider of SAW components for high volume, wireless communications systems
applications. Furthermore, the Company expects to continue to build its
leadership position in the development and production of both custom and
standard SAW devices for industrial and "high end" commercial market
applications and to remain the dominant supplier of custom-designed SAW
components and SAW-based subsystems to the military and space industry. The
markets and applications served by the Company demand a diverse mixture of SAW
products requiring a flexible manufacturing capability. Accordingly, the Company
intends to continue expanding its high volume, automated manufacturing capacity
as customer needs dictate.
4
<PAGE>
The Company was incorporated in Florida in 1979. Unless the context
otherwise requires, all references in this Prospectus to the Company refer to
Sawtek Inc. and its wholly-owned subsidiaries. The Company's principal executive
offices are located at 1818 South Highway 441, Apopka, Florida, 32703, and its
telephone number is (407) 886-8860.
5
<PAGE>
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements made
pursuant to the Safe Harbor provisions of the Private Securities Litigation Act
of 1995. Investors are cautioned that such forward-looking statements involve
risks and uncertainties, such as statements of the Company's plans, objectives,
expectations, and intentions. The cautionary statements made in this Prospectus
should be read as being applicable to all related forward-looking statements
wherever they appear in this Prospectus. The Company's actual results could
differ materially from those discussed. Factors that could cause or contribute
to such differences include the following: the Company's dependence on
continuing demand for wireless communications services and CDMA technology,
particularly CDMA handset units; economic turmoil in South Korea and other
Asia-Pacific countries (as experienced during the past quarter) or other
geographic areas of the world; fluctuations in the value of foreign currency;
dependence on a limited number of customers, which are expected to continue to
account for a high percentage of the Company's future net sales; fluctuations in
the Company's quarterly results and backlog which may be caused by such factors
as product mix changes, price competition, availability of manufacturing
capacity, and customer order cancellation or rescheduling; the Company's
dependence on its timely development of new or improved SAW products (such as
SAW chemical sensors) to meet changing market needs; and the risk of competing
technologies which could replace or reduce the use of SAW technology for certain
applications; pressure on gross profit due to competition, change in product mix
and other factors.
6
<PAGE>
RISK FACTORS
Dependence on Continuing Demand for Wireless Communications Services
and CDMA Technology. Approximately 62% of the Company's net sales for 1996 and
approximately 72% of net sales for 1997 were derived from sales of SAW devices
for applications in wireless communications systems. Any economic, technological
or other force that causes a reduction in demand for wireless services may cause
a reduction in the need for performance upgrades to existing base stations and
in the installation of new base stations, which would have a material adverse
effect on the Company's business, financial condition and results of operations.
Approximately 59% of the Company's net sales for fiscal 1996 and approximately
56% of net sales for the fiscal 1997 were derived from base station
applications. As base stations are installed and upgraded, domestically and
internationally, the market for SAW devices installed in such base stations may
ultimately become saturated. The life of SAW devices is typically in excess of
20 years, and a market for replacement devices for base stations may not
develop.
Sales of products for CDMA-based systems, including base stations and
subscriber handset phones, accounted for approximately 24% of net sales in
fiscal 1996 and approximately 50% of net sales for 1997. CDMA technology has
recently been introduced in the marketplace and there can be no assurance that
unforeseen complications will not arise in the scale-up and operation of
CDMA-based systems that could materially delay or limit the commercial use or
acceptance of CDMA technology. Such delay or limitation would have a material
adverse effect on the Company's business, operating results and financial
condition.
There is a trend toward lower average selling prices for base station
filters due to competitive pricing pressures and to the installation of more
"micro" base stations which use less expensive, lower performance SAW filters.
The Company is uncertain whether an increase in the number of base station
filters sold in the future will offset the decrease in the average selling price
for these filters so as to maintain or increase revenues from the sale of base
station filters. The Company believes that its sales of SAW filters for
subscriber handsets in the CDMA market will increase significantly in fiscal
year 1998. Handset filters typically produce lower gross margins than the gross
margins produced by base station filters.
Dependence on a Limited Number of Customers. Historically, a limited
number of customers have accounted for a significant portion of the Company's
net sales. In fiscal 1996 and fiscal 1995, sales to the Company's top 10
customers accounted for approximately 68% and 60% respectively, of net sales. In
1996, the Company's top three customers accounted for approximately 24%, 11% and
8% of net sales. For 1997, sales to the top 10 customers accounted for 76% of
net sales with the top four customers accounting for approximately 14%, 12%, 11%
and 11% of net sales. The Company expects that sales of its products to a
limited number of customers will continue to account for a high percentage of
its net sales in the foreseeable future. In addition, a substantial portion of
the Company's products are designed to address the needs of individual
customers. Accordingly, the Company's future success depends largely upon the
decisions of the Company's current customers to continue to purchase products
from the Company, as well as the decisions of prospective customers to develop
and market systems that incorporate the Company's products.
Adverse developments relating to the wireless communications market
involving one or more of the Company's large customers, including litigation
among such customers, could have an adverse effect on the market price of the
Company's Common Stock even if the actual impact of such developments would be
immaterial to the Company's results of operations and financial condition.
7
<PAGE>
Fluctuations in Quarterly Results; Backlog. The Company's quarterly
operating results have fluctuated in the past and are expected to fluctuate in
the future as a result of a variety of factors. There are a number of operating
factors that may cause fluctuations in quarterly results, one of which is
product mix, which is determined by different customer requirements. If the
product mix changes, the average selling price and gross margin may be lower.
Other factors that may affect quarterly results are delays in production caused
by the installation of new equipment, the level of orders that are received and
can be shipped in any quarter, price competition, fluctuations in manufacturing
yields, availability of manufacturing capacity, market acceptance of product,
increased direct labor and overhead, delays in receiving equipment from
suppliers, customer over-ordering followed by order cancellations, and
cancellation or rescheduling of orders for any reason.
Purchase orders for the Company's products may be terminated by the
Company's customers with prior notice, typically 60 to 90 days. Such orders may
be large and intended to satisfy customers' long-term needs. Accordingly, the
Company's backlog is not necessarily indicative of future product sales, and the
Company may be materially adversely affected by a delay or cancellation of a
small number of purchase orders. In addition, the Company's expense levels are
based in significant part on the Company's expectations of future product sales
and therefore are relatively fixed in the short term. If net sales are below
expectations, operating results would be materially adversely affected.
Consequently, the Company's results of operations for any quarter are not
necessarily indicative of results for any future period. Furthermore, the
Company's results of operations may be subject to economic downturns in the
electronics industry. Due to the foregoing factors, it is likely that in some
future quarter the Company's operating results will be below the expectations of
public market analysts and investors. In such event, the price of the Common
Stock would likely be materially adversely affected.
Dependence on New Products; Technological Change. Future growth of the
Company's business is dependent on the Company's ability to develop new or
improved SAW devices on a timely basis. The Company's product development
resources are limited, requiring the Company to allocate such resources among a
limited number of product development projects. Failure by the Company to
allocate its product development resources to products that meet market needs
could have a material adverse effect on the Company's future growth. The success
of new products may also depend on timely completion of new product designs,
quality of new products and market acceptance of customer products.
The markets for products offered by the Company are characterized by
rapidly changing technology and evolving industry standards. If technology
supported by the Company's products becomes obsolete or fails to gain widespread
commercial acceptance, the Company's business may be materially adversely
affected. Accordingly, the Company believes that continued significant
expenditures for research and development will be required. In the past, the
Company has depended on customer funded non-recurring engineering charges
("NRE") for a significant portion of its product development expenditures. There
can be no assurance that such customer funding will continue in the future,
which may require the Company either to reduce the scope of its product
development or allocate increased internal resources for such purposes. If the
Company is unable to design, develop and introduce competitive products on a
timely basis, its future financial condition and operating results could be
materially adversely affected. Competing technologies, including digital
filtering technology, could develop which could replace or reduce the use of SAW
technology for certain applications. Any development of a cost effective, new
technology that replaces SAW filtering technology could have a material adverse
effect on the Company's business, financial condition and results of operations.
8
<PAGE>
Risks Associated with Costa Rica Operations. The Company bears
significant manufacturing risks associated with its operations in San Jose,
Costa Rica. During 1997 shipments from Costa Rica accounted for approximately
34% of consolidated net sales. Operating a production facility in Costa Rica
carries unknown risks of disruption resulting from government intervention,
wars, currency devaluation, labor disputes, earthquakes and other events. Any
such disruptions could have a material adverse effect on the Company's business,
results of operations and financial condition.
Competition. The markets for the Company's products are intensely
competitive and are characterized by price competition, rapid technological
change, product obsolescence and heightened domestic and international
competition. In each of the markets for the Company's products, the Company
competes with large international companies that have substantially greater
financial, technical, sales, marketing, distribution and other resources than
the Company. In addition, the Company may face competition from companies that
currently manufacture SAW devices for their own internal requirements, as well
as from a number of the Company's customers that have the potential to develop
an internal supply capability for SAW devices. The Company expects competition
to increase from both established and emerging competitors, as well as from
internal capabilities developed by certain customers. The Company also believes
that a significant source of competition may come from alternative technological
approaches. The Company's ability to compete effectively in its target markets
depends on a variety of factors both within and outside of the Company's
control, including timing and success of new product introductions by the
Company and its competitors, availability of manufacturing capacity, the rate at
which customers incorporate the Company's components into their products, the
Company's ability to respond to price decreases, availability of technical
personnel, sufficient supplies of raw materials, the quality, reliability and
price of products and general economic conditions. There can be no assurance
that the Company will be able to compete successfully in the future.
Risks Associated with International Sales. The Company's international
sales account for approximately 44%, 54% and 49% of net sales for fiscal 1997,
1996 and 1995, respectively. Ericsson, based in Sweden, was the Company's second
largest customer in fiscal 1997, accounting for approximately 12% of net sales.
Sales to South Korean customers accounted for approximately 16% of net sales for
the fiscal year ended September 30, 1997 and approximately 22% of net sales for
the quarter ended December 31, 1997. It is anticipated that revenue from South
Korean customers will decline throughout 1998. The sale of products in foreign
countries involves risks associated with currency exchange rate fluctuations and
restrictions, export-import regulations, customs matters, longer payment cycles,
foreign collection problems and political and transportation risks. The
Company's revenue from international sales, specifically from South Korean
customers, could be adversely impacted by the recent financial market turmoil in
Asia which would result in a reduction or cancellation of orders or limit the
availability of credit to these customers. The Company's international sales are
generally denominated in U.S. dollars. However, the Company may be required in
the future, due to competition, to denominate sales in the foreign currencies of
certain countries. As a result, fluctuations in currency exchange rates may (in
the future) have a significant effect on the Company's sales, even in the
absence of an increase or decrease of unit sales to foreign customers. A strong
U.S. dollar could have a material adverse effect on the Company's ability to
compete internationally. The Company has not, to date, engaged in hedging a
portion of its foreign exchange risk. If, however, any of the Company's future
international sales are denominated in foreign currencies, the Company may find
it necessary to engage in rate hedging activities with respect to certain
exchange rate risks. There can be no assurance that the Company will engage in
such exchange rate hedging or that any such activities will successfully protect
against such risks. In addition, foreign sales involve uncertainties arising
from local business practices and cultural considerations, and risks associated
with international trade transactions. For a portion of foreign sales, the
Company depends upon independent sales representatives who are not subject to
the Company's control and are generally free to terminate their relationships
with the Company on 30 days notice.
9
<PAGE>
Limited Sources of Supply. The Company has a limited number of
suppliers for certain critical raw materials, components and equipment used by
the Company in manufacturing SAW devices. While historically the Company has not
experienced difficulty in obtaining needed supplies and equipment, synthetic
crystal material and wafer fabrication equipment could potentially be difficult
to obtain. The synthetic quartz material used by the Company, and purchased from
third parties, may require up to six months to grow. Currently, few wafer
producers have the expertise and capacity necessary to satisfy the Company's
wafer requirements. A failure by the Company to anticipate its needs for high
quality quartz could result in a shortage of quartz material available to the
Company. If the Company is unable to satisfy its requirements for quartz or
other raw materials or to obtain and maintain appropriate fabrication equipment,
the Company's business, financial condition and results of operations would be
materially adversely affected. There can be no assurance that the Company will
be able to secure adequate supplies of materials.
Manufacturing Risks. The Company's manufacture of SAW devices involves
processes that may have reduced yields from time to time, the causes of which
are often difficult to determine. While reduced yields have not been a
significant factor in limiting production capacity in the past, a material and
continuing reduction in yields at any stage of the manufacturing process would
have a material adverse effect on the Company's ability to meet its quoted
delivery times and cost of production, which would have a material adverse
effect on the operations of the Company.
Dependence on Key Managerial and Technical Personnel. The Company's
success depends to a significant extent on the performance of a number of key
management and technical personnel, the loss of one or more of whom could have a
material adverse effect on the Company. The Company's success will also depend
in part on its ability to attract and retain qualified professional, technical,
production, managerial and marketing personnel. Competition for such personnel
in the SAW industry is intense. There can be no assurance that the Company will
be successful in attracting and retaining the personnel it requires to develop
new and enhanced products and to conduct its operations successfully.
Intellectual Property and Proprietary Rights. Sawtek relies on a
combination of patents, copyrights and trade secrets to establish and protect
its proprietary rights. There can be no assurance that patents will issue from
any of its pending applications or that any claims allowed from existing or
pending patents will be sufficiently broad to protect the Company's technology.
In addition, there can be no assurance that any patents issued to Sawtek will
not be challenged, invalidated or circumvented, or that the rights granted
thereunder will provide proprietary protection to the Company. Litigation may be
necessary to enforce Sawtek's patents, trade secrets and other intellectual
property rights, to determine the validity and scope of the proprietary rights
of others or to defend against claims of infringement. Such litigation could
result in substantial costs and diversion of resources and could have a material
adverse effect on the Company's business, results of operations and financial
condition regardless of the final outcome of the litigation. The Company is not
currently engaged in any patent infringement suits nor has it threatened or been
threatened with any such suits in recent years. Despite Sawtek's efforts to
maintain and safeguard its proprietary rights, there can be no assurances that
the Company will be successful in doing so or that the Company's competitors
will not independently develop or patent technologies that are substantially
equivalent or superior to Sawtek's technologies.
10
<PAGE>
The SAW industry is characterized by uncertain and conflicting
intellectual property claims. Sawtek has in the past and may in the future
become aware of the intellectual property rights of others that it may be
infringing, although it does not believe that it is infringing any third party
proprietary rights at this time. To the extent that it deemed necessary, Sawtek
has licensed the right to use certain technology patented by others in certain
of its products. There can be no assurance that Sawtek will not in the future be
notified that it is infringing other patent and/or intellectual property rights
of third parties. In the event of such infringement, there can be no assurance
that a license to the technology in question could be obtained on commercially
reasonable terms, if at all, that litigation will not occur or that the outcome
of such litigation will not be adverse to Sawtek. The failure to obtain
necessary licenses or other rights, the occurrence of litigation arising out of
such claims or an adverse outcome from such litigation could have a material
adverse effect on Sawtek's business. In any event, patent litigation is
expensive, and Sawtek's operating results could be materially adversely affected
by any such litigation, regardless of its outcome.
Environmental and Other Governmental Regulations. The Company is
subject to a variety of federal, state and local laws, rules and regulations
related to the discharge and disposal of toxic, volatile and other toxic
hazardous chemicals used in its manufacturing processes. The failure to comply
with present or future regulations could result in fines being imposed on the
Company, suspension of production or a cessation of operations. Such regulations
could require the Company to acquire significant equipment or to incur
substantial expenses in order to comply with environmental regulations. Any past
or future failure by the Company to control the use of, or to restrict
adequately the discharge of, toxic hazardous substances could subject the
Company to future liabilities and could have a material adverse effect on the
Company's business, results of operations and financial condition.
In addition, the increasing demand for wireless communications has
exerted pressure on regulatory bodies worldwide to adopt new standards for such
products and services, generally following extensive investigation of and
deliberation over competing technologies. The delays inherent in this
governmental approval process have in the past, and may in the future, cause the
cancellation, postponement or rescheduling of the installation of communications
systems by the Company's customers, which in turn may have a material adverse
effect on the sale of products by the Company to such customers.
Volatility of Stock Price. There has been significant volatility in the
market price of the Company's Common Stock, as well as in the market price of
securities of technology-based companies. Factors such as announcements of new
products by the Company or its competitors, variations in the quarterly
operating results of the Company and its customers and competitors, the gain or
loss of significant contracts, announcements of technological innovations or
acquisitions by the Company or its competitors, changes in analysts' financial
estimates of the Company's performance, governmental regulatory action, other
developments or disputes with respect to proprietary rights, general trends in
the industry, or general economic or stock market conditions unrelated to the
Company's operating performance may have a significant impact on the market
price of the Common Stock.
Certain Anti-Takeover Provisions. Certain anti-takeover provisions of
the Florida Business Corporation Act could have the effect of making it more
difficult for a third party to acquire, or of discouraging a third party from
attempting to acquire, control of the Company. Such provisions could limit or
depress the price that certain investors might be willing to pay in the future
for shares of Common Stock. The Company is also authorized to issue preferred
stock with rights senior to the Common Stock, without the necessity of
shareholder approval and with such rights, preferences and privileges as the
Company's Board of Directors may determine. Although the Company has no present
plans to issue these shares of preferred stock, such issuance, while providing
desirable flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire a majority of the outstanding voting stock of the
Company.
11
<PAGE>
Absence of Dividends. The Company has historically not paid dividends
on its Common Stock. Because the Company believes it may require additional
capital in the future. The Company intends to retain its earnings and does not
anticipate paying cash dividends on its Common Stock in the foreseeable future.
Gross Margin Reduction. There is a trend toward lower average selling
prices for base station filters due to competitive pricing pressures and
next-generation designs for both "macro" and emerging "micro" base stations
which use less expensive, lower performance SAW filters. The Company is
uncertain whether an increase in the number of base station filters sold in the
future will offset the decrease in the average selling price for these filters
so as to maintain or increase revenues from the sale of base station filters.
The Company believes that its sales of SAW filters for subscriber handsets in
the CDMA market will increase in fiscal year 1998. Handset filters typically
produce lower gross margins than the gross margins produced by base station
filters.
12
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
shares. All proceeds from the sale of the shares will be for the account of the
Selling Shareholders as described below. See "Selling Shareholders" and "Plan of
Distribution" described below.
DIVIDEND POLICY
Historically, the Company has not paid dividends on its Common Stock.
Because the Company believes it may require additional capital in the future,
the Company intends to retain its earnings and does not anticipate paying cash
dividends on its Common Stock in the foreseeable future.
SELLING SHAREHOLDERS
The following table sets forth as of the date of this Prospectus, the
name of each of the Selling Shareholders, the number of shares of Common Stock
that each such Selling Shareholder owns as of such date, the number of shares of
Common Stock owned by each Selling Shareholder that may be offered for sale from
time to time by this Prospectus, and the number of shares of Common Stock to be
held by each such Selling Shareholder after completion of the Offering assuming
the sale of all the Common Stock offered hereby. Except as indicated, none of
the Selling Shareholders has held any position or office or had a material
relationship with the Company or any of its affiliates within the past three
years other than as a result of the ownership of the Company's Common Stock. The
Company may amend or supplement this Prospectus from time to time to update the
disclosure set forth herein.
<TABLE>
<CAPTION>
Number of Shares
Owned Prior to Number of Shares to be Sold Number of Shares to be Owned
Name Relationship Offering (1) under this Prospectus after Completion of Offering
---- ------------ ---------------- --------------------------- ----------------------------
<S> <C> <C> <C> <C>
Henry Wohltjen (2) 57,736 57,736 0
Sharon Mutter (3) 57,736 57,736 0
N. Lynn Jarvis (4) 20,377 20,377 0
Chester G. Fisher (5) 33,962 33,962 0
- --------------------------------------------------
<FN>
(1) The number of percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such
rule, beneficial ownership includes any shares as to which the
individual has sole or shared voting power or investment power and also
any shares which the individual has the right to acquire within 60 days
of the date of this Prospectus through the exercise of any stock option
or other right. Unless otherwise indicated in the footnotes, each
person has sole voting and investment power (or shares such powers with
his or her spouse) with respect to the Shares shown as beneficially
owned.
(2) Dr. Wohltjen was Chairman of Microsensor Systems Inc. (MSI) prior to
the MSI Acquisition and began serving as a director and chief technical
officer of MSI (a wholly-owned subsidiary of the Company) immediately
after the MSI Acquisition. Dr. Wohltjen is the spouse of Dr. Mutter.
(3) Dr. Mutter was Secretary, Treasurer and a director of MSI prior to the
MSI Acquisition. Dr. Mutter is the spouse of Dr. Wohltjen.
13
<PAGE>
(4) Dr. Jarvis was a vice president of MSI and began serving as a scientist
for MSI immediately after the MSI Acquisition.
(5) Mr. Fisher was President, Chief Executive Officer and a director of MSI
prior to the MSI Acquisition and began serving as a director and acting
general manager of MSI immediately after the MSI Acquisition.
</FN>
</TABLE>
14
<PAGE>
PLAN OF DISTRIBUTION
The Shares covered by this Prospectus may be offered and sold from time
to time by the Selling Shareholders. The Selling Shareholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. The Selling Shareholders may sell the Shares being
offered hereby on the Nasdaq National Market, or otherwise, at prices and under
terms then prevailing or at prices related to the then current market price or
at negotiated prices. The Shares may be sold by one or more of the following
means of distribution: (a) a block trade in which the broker-dealer so engaged
will attempt to sell Shares as agent, but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a
broker-dealer as principal and resale by such broker-dealer for its own account
pursuant to this Prospectus; (c) an over-the-counter distribution in accordance
with the rules of the Nasdaq National Market; (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; and (e)
in privately negotiated transactions. To the extent required, this Prospectus
may be amended and supplemented from time to time to describe a specific plan of
distribution. In connection with distributions of the Shares or otherwise, the
Selling Shareholders may enter into hedging transactions with broker-dealers or
other financial institutions. In connection with such transactions,
broker-dealers or other financial institutions may engage in short sales of the
Company's Common Stock in the course of hedging the positions they assume with
Selling Shareholders. The Selling Shareholders may also sell the Company's
Common Stock short and redeliver the shares to close out such short positions.
The Selling Shareholders may also enter into option or other transactions with
broker-dealers or other financial institutions which require the delivery to
such broker-dealer or other financial institution of Shares offered hereby,
which Shares such broker-dealer or other financial institution may resell
pursuant to this Prospectus (as supplemented or amended to reflect such
transaction). The Selling Shareholders may also pledge Shares to a broker-dealer
or other financial institution, and, upon a default, such broker-dealer or other
financial institution, may effect sales of the pledged Shares pursuant to this
Prospectus (as supplemented or amended to reflect such transaction). In
addition, any Shares that qualify for sale pursuant to Rule 144 may be sold
under Rule 144 rather than pursuant to this Prospectus.
In effecting sales, brokers, dealers or agents engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
Selling Shareholders in amounts to be negotiated prior to the sale. Such 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
underwriting discounts or commissions under the Securities Act. The Selling
Shareholders may agree to indemnify, under certain circumstances, brokers or
dealers engaged by them to effect sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act. The Company
will pay all expenses incident to the offering and sale of the Shares to the
public other than any commissions and discounts of underwriters, dealers or
agents and any transfer taxes.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Company has advised the Selling Shareholders that the
anti-manipulation rules of Regulation M under the Exchange Act may apply to
sales of Shares in the market and to the activities of the Selling Shareholders
and their affiliates. In addition, the Company will make copies of this
Prospectus available to the Selling Shareholders and has informed them of the
need for delivery of copies of this Prospectus to purchasers at or prior to the
time of any sale of the Shares offered hereby.
15
<PAGE>
At the time a particular offer of Shares is made, if required, a
Prospectus supplement will be distributed that will set forth the number of
Shares being offered and the terms of the offering, including the name of any
underwriter, dealer or agent, the purchase price paid by any underwriter, any
discount, commission and other item constituting compensation, any discount,
commission or concession allowed or reallowed or paid to any dealer, and the
proposed selling price to the public.
The sale of Shares by the Selling Shareholders is subject to compliance
by the Selling Shareholders with certain contractual restrictions with the
Company. There can be no assurance that the Selling Shareholders will sell all
or any of the Shares.
The Company has agreed to indemnify the Selling Shareholders and any
person controlling a Selling Shareholder against certain liabilities, including
liabilities under the Securities Act. The Selling Shareholders have agreed to
indemnify the Company and certain related persons against certain liabilities,
including liabilities under the Securities Act.
The Company has agreed with the Selling Shareholders to keep the
Registration Statement of which this Prospectus constitutes a part effective for
up to two years following February 25, 1998, the closing date of the MSI Merger
(which period may be shortened or extended under certain circumstances). The
Company intends to de-register any of the Shares not sold by the Selling
Shareholders at the end of such two year period; however, it is anticipated that
at such time any unsold shares may be freely tradable subject to compliance with
Rule 144 of the Securities Act.
No dealer, salesperson or other person has been authorized to give any
information or make any representations not contained in this Prospectus in
connection with the offering covered by this Prospectus. If given or made, such
information or representations must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, the Shares in any jurisdiction where, or to any
person to whom, it is unlawful to make such offer or solicitations. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the facts
set forth in this Prospectus or in the affairs of the Company since the date
hereof.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered
hereby and certain other legal matters will be passed upon for the Company by
Gray, Harris & Robinson, P.A., Orlando, Florida. William A. Grimm, a shareholder
in Gray, Harris & Robinson, P.A. and Secretary of the Company has an option to
purchase 30,000 shares of Common Stock at $11.05 per share.
EXPERTS
The consolidated financial statements of Sawtek at September 30, 1997
and 1996, and for each of the three years in the period ended September 30,
1997, incorporated by reference in this Prospectus and Registration Statement
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon, and are incorporated by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
16
<PAGE>
TABLE OF CONTENTS
-----------------
PAGE
----
Available Information 2
Incorporation of Certain Documents by Reference 2
Prospectus Summary 4
Forward-looking Statements 6
Risk Factors 7
Use of Proceeds 13
Dividend Policy 13
Selling Shareholders 13
Plan of Distribution 15
Legal Matters 16
Experts 16
===============================================
===============================================
169,811 SHARES
SAWTEK INC.
COMMON STOCK
---------------------------------------------------
PROSPECTUS
---------------------------------------------------
17
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a statement of estimated expenses of the issuance and
distribution of the securities being registered:
<TABLE>
<CAPTION>
Estimated
---------
<S> <C>
Securities and Exchange Commission Registration Fee $ 1,300
Accounting Fees and Expenses 3,000
Legal Fees and Expenses 5,000
Miscellaneous Expense 1,000
--------
Total $ 10,300
========
</TABLE>
Item 15. Indemnification of Directors and Officers.
The Registrant, a Florida corporation, is empowered by Section 607.0850
of the Florida Business Corporation Act, subject to the procedures and
limitations stated therein, to indemnify any person who was or is a party to any
proceeding (other than an action by, or in the right of, the corporation), by
reason of the fact that he is or was a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise
against liability incurred in connection with such proceeding, including any
appeal thereof, if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.
Section 607.0850 also empowers a Florida corporation to indemnify any
person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof, if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudicated to be liable unless, and only to the
extent that, the court in which such proceeding was brought, or any other court
of competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper. To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any proceeding referred to above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith.
18
<PAGE>
The indemnification and advancement of expenses provided pursuant to
Section 607.0850 are not exclusive, and a corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees or agents, under any bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
However, a director, officer, employee or agent is not entitled to
indemnification or advancement of expenses if a judgment or other final
adjudication establishes that his action or omissions to act were material to
the cause of action so adjudicated and constitute (a) a violation of the
criminal law, unless the director, officer, employee or agent had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful; (b) a transaction from which the director, officer,
employee or agent derived an improper personal benefit; (c) in the case of a
director, a circumstance under which the liability provisions of Section
607.0834 of the Business Corporation Act, relating to a director's liability for
voting in favor of or asserting to an unlawful distribution, are applicable; or
(d) willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
The Registrant's Articles of Incorporation provides that the Company
shall indemnify its officers and directors to the extent permitted by Section
607.0850.
The Registrant maintains an insurance policy covering directors and
officers of the Registrant for the wrongful act for which they become legally
obligated to pay or for which the Registrant is required to indemnify its
directors or officers.
Item 16. Exhibits.
5.1 -- Opinion regarding legality (previously filed).
23.1 -- Consent of Ernst & Young LLP (previously filed).
23.2 -- Consent of Gray, Harris & Robinson, P.A. (previously filed).
24.1 -- Power of attorney (previously filed).
Item 17. Undertakings.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material changes to such
information in the Registration Statement.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each 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 the 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:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b) (1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
19
<PAGE>
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 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
Company pursuant to the provisions described in Item 15 or otherwise, the
Company has been advised that in the opinion of the 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 Company of expenses
incurred by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceedings) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company 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 and as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Apopka, State of Florida,
on the 29th day of April, 1998.
SAWTEK INC.
By:/s/Steven P. Miller
Steven P. Miller
Chairman and Chief Executive Officer
By:/s/Raymond A. Link
Raymond A. Link
Vice President-Finance and Chief Financial Officer
By:/s/Ronald A. Stribling
Ronald A. Stribling
Controller and Chief Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 29th day of April, 1998.
- ----------------------------- ----------------------------------
/s/Neal J. Tolar* /s/Steven P. Miller*
Neal J. Tolar Steven P. Miller
Senior Vice President and Director Chairman, CEO and Director
- ---------------------------- ---------------------------------
/s/Robert C. Strandberg* /s/Willis C. Young*
Robert C. Strandberg Willis C. Young
Director Director
- ---------------------------- ---------------------------------
/s/Bruce S. White* *By:/s/Raymond A. Link
Bruce S. White Raymond A. Link
Director Attorney-in-Fact
21
