As filed with the Securities and Exchange Commission on March 11, 1998
Registration No. _____________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SAWTEK INC.
(Exact name of registrant as specified in its charter)
1818 South Highway 441 59-1864440
Florida Apopka, Florida 32703 (I.R.S. Employer
(State of incorporation) (Address of Principal Identification No.)
Executive offices)
SAWTEK INC.
SECOND STOCK OPTION PLAN
(Full title of the plan)
Steven P. Miller
SAWTEK INC.
1818 South Highway 441
Apopka, Florida 32703
(Name and address of agent for service)
(407) 886-8860
(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 32801
(407) 843-8880
---------------------------------
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Registered Offering Price Per Aggregate offering Amount of Registration
be Registered Share Price Fee
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.0005 par value 1,000,000 shares (1) $22.1875 (1) $22,187,500 (1) 6,723.49
- --------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h). The offering price and registration fee are
calculated by multiplying 1,000,000 shares by $22.1875 per share, which is the
average of the bid and asked prices of the Company's shares of Common Stock on
the Nasdaq National Market System on March 10, 1998.
</FN>
</TABLE>
STATEMENT
This Registration Statement on Form S-8 relating to the Registrant's Second
Stock Option Plan is being filed to register additional securities of the same
class as other securities for which an earlier-filed Registration Statement on
Form S-8 relating to the Second Stock Option Plan is effective. Pursuant to
Instruction E on Form S-8, the contents of such earlier Registration Statement
(No. 333-11523) are incorporated herein by reference. The total number of shares
of Common Stock relating to the Second Stock Option Plan, including the
1,000,000 shares in this registration statement is 2,000,000.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the Sawtek Inc. Second Stock Option Plan (the "Plan")
pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
SAWTEK INC. (the "Company") is subject to the informational and
reporting requirements of Sections 13(a), 13(c), 14 and 15(d) 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
Securities and Exchange Commission (the "Commission"). The following documents,
which are filed with the Commission, are incorporated in this Registration
Statement by reference:
The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Exchange Act, or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the Company's latest fiscal year for which such statements have been filed.
All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above.
The description of the Common Stock, par value $.0005 per share
("Common Stock"), is contained in the registration statement filed on Form 8-A
under the Exchange Act, including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.
Item 5. Interests of Named Experts and Counsel.
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, is the beneficial
owner of a stock option for 30,000 shares of Common Stock exercisable at $11.05
per share.
<PAGE>
Item 8. Exhibits.
The exhibits filed as part of this Registration Statement are as
follows:
EXHIBIT
NUMBER DESCRIPTION
4.1 --Amended and Restated Articles of Incorporation of
Sawtek Inc. (incorporated by reference to
Registration Statement on Form S-8,
File No. 333-10579).
4.2 --Amendment to Articles of Incorporation of Sawtek
Inc. (incorporated by reference to Form S-8,
File No. 333-11523).
5.1 --Opinion of Gray, Harris & Robinson, P.A.
15.1 --Letter of Consent from Ernst & Young LLP.
23.1 --Consent of Gray, Harris & Robinson, P.A. Reference
is made to Exhibit 5.1.
24.1 --Power of Attorney. Reference is made to the
signature page hereto.
99.1 --Second Stock Option Plan (as amended).
(Incorporated by reference to Registration
Statement on Form S-8, File No. 333-11523.)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Apopka, State of Florida on the 10th day of March,
1998.
SAWTEK INC.
By:/s/Steven P. Miller
Steven P. Miller
Chairman and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned, officers and directors of SAWTEK INC., hereby
severally constitute Steven P. Miller and Raymond A. Link, and each of them
singly, our true and lawful attorneys with full power to any of them, and to
each of them singly, to sign for us and in our names in the capacities indicated
below the Registration Statement on Form S-8 filed herewith and any and all
amendments to said Registration Statement and generally to do all such things in
our name and behalf in our capacities as officers and directors to enable SAWTEK
INC. to comply with the provisions of the Securities Act and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their capacities and on
the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/Steven P. Miller Chairman, Chief Executive Officer and Director 3/11/98
Steven P. Miller
/s/Neal J. Tolar
Neal J. Tolar Senior Vice President and Director 3/11/98
/s/Gary A. Monetti
Gary A. Monetti President, Chief Operating Officer 3/11/98
/s/Raymond A. Link Vice President, Finance and Chief Financial 3/11/98
Raymond A. Link Officer
/s/Robert C. Strandberg
Robert C. Strandberg Director 3/11/98
/s/Bruce S. White
Bruce S. White Director 3/11/98
/s/Willis C. Young
Willis C. Young Director 3/11/98
</TABLE>
<PAGE>
INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 --Amended and Restated Articles of Incorporation of
Sawtek Inc. (incorporated by reference to
Registration Statement on Form S-8,
File No. 333-10579).
4.2 --Amendment to Articles of Incorporation of Sawtek
Inc. (incorporated by reference to Form 8-K,
File No. 000-28276, as filed on 3/26/97).
4.3 --1996 Bylaws of Sawtek Inc. (incorporated by
reference to Registration Statement on Form S-8,
File No. 333-11523).
5.1 --Opinion of Gray, Harris & Robinson, P.A.
15.1 --Letter of Consent from Ernst & Young LLP.
23.1 --Consent of Gray, Harris & Robinson, P.A. Reference
is made to Exhibit 5.1.
24.1 --Power of Attorney. Reference is made to the
signature page hereto.
99.1 --Second Stock Option Plan (as amended).
(Incorporated by reference to Registration
Statement on Form S-8, File No. 333-11523.)
<PAGE>
Exhibit 5.1
GRAY, HARRIS & ROBINSON, P.A.
Attorneys at Law
201 East Pine Street
Suite 1200
Orlando, Florida 32801
(407) 843-8880
March 11, 1998
Sawtek Inc.
1818 South Highway 441
Apopka, Florida 32703
Re: SAWTEK INC. SECOND STOCK OPTION PLAN (the
"Plan") - Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 filed by you
with the Securities and Exchange Commission on March 11, 1998 (the "Registration
Statement") in connection with the registration under the Securities Act of
1933, as amended, of 1,000,000 shares of Common Stock of Sawtek Inc. (the
"Shares") to be distributed pursuant to the Plan. As your counsel in connection
with this registration process, we have examined the proceedings proposed to be
taken in connection with said sale and issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states, where required, the Shares when issued and sold in the
manner referred to in the Registration Statement will be legally issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting part thereof, and
any amendment thereto and any registration statement for the same offering
covered by the Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) and all post-effective amendments thereto.
Very truly yours,
GRAY, HARRIS & ROBINSON, P.A.
By:/s/William A. Grimm
William A. Grimm
<PAGE>
Exhibit 15.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No 33-00000) pertaining to the Sawtek Inc. Second Stock
Option Plan of our report dated October 24, 1997 with respect to the
consolidated financial statements of Sawtek Inc. for the year ended September
30, 1997 included in its Form 10-K (File No. 000-28276) filed with the
Securities and Exchange Commission on November 12, 1997.
/s/Ernst & Young LLP
Ernst & Young LLP
Orlando, Florida
March 10, 1998
