<PAGE>
As filed with the Securities and Exchange Commission on July 31, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IWL COMMUNICATIONS, INCORPORATED
(Exact name of Registrant as specified in its charter)
TEXAS 76-0043882
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12000 AEROSPACE AVENUE, SUITE 200
HOUSTON, TEXAS 77034
(Address, including zip code, of principal executive offices)
--------------
IWL COMMUNICATIONS, INCORPORATED
EMPLOYEE INCENTIVE STOCK OPTION PLAN
IWL COMMUNICATIONS, INCORPORATED 1997 STOCK OPTION PLAN
IWL COMMUNICATIONS, INCORPORATED 1997 DIRECTOR STOCK OPTION PLAN
(Full title of the plans)
--------------
IGNATIUS W. LEONARDS
CHIEF EXECUTIVE OFFICER
IWL COMMUNICATIONS, INCORPORATED
12000 AEROSPACE AVENUE, SUITE 200
HOUSTON, TEXAS 77034
(Name and address of agent for service)
(281) 482-0289
(Telephone number, including area code, of agent for service)
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
================================================================================================================================
Title of securities to be Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
registered registered(1) price per share offering price(2) registration fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 560,614 (3) $3,012,852 $913
per share . . . . . . . . . shares
================================================================================================================================
(1) Consists of 160,614 shares of Common Stock issuable pursuant to the IWL Communications, Incorporated Employee Incentive
Stock Option Plan, 300,000 shares of Common Stock issuable pursuant to the IWL Communications, Incorporated 1997 Stock
Option Plan, and 100,000 shares of Common Stock issuable pursuant to the IWL Communications, Incorporated 1997 Director
Stock Option Plan.
(2) Estimated pursuant to Rules 457(c) and (h) solely for purposes of computing the registration fee. The calculation of the
proposed maximum aggregate offering price is based upon the aggregate exercise price for shares of Common Stock issuable
upon the exercise of options already granted and is based upon the average of the high and low sales prices per share for
the Common Stock reported on The Nasdaq National Market on July 29, 1997 for all other shares being registered.
(3) Because there are options still available for grant under the 1997 Stock Option Plan and the 1997 Director Stock Option
Plan and the exercise prices thereof may be based on the fair market value of the Common Stock on the date of grant, it
is not possible as of the date hereof to determine the maximum offering price per share of the shares of Common Stock to
be offered under the 1997 Stock Option Plan and the 1997 Director Stock Option Plan. The maximum offering price per share for
options granted under the Employee Incentive Stock Option Plan is $4.49.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
NOTE: The document(s) containing the information concerning the IWL
Communications, Incorporated Employee Incentive Stock Option Plan (the
"Incentive Stock Option Plan"), the IWL Communications, Incorporated 1997 Stock
Option Plan (the "1997 Stock Option Plan"), and the IWL Communications,
Incorporated 1997 Director Stock Option Plan (the "1997 Director Stock Option
Plan" and, collectively with the Incentive Stock Option Plan and the 1997 Stock
Option Plan, the "Plans") required by Item 1 of Form S-8 and the statement of
availability of registrant information and information relating to the Plans and
other information required by Item 2 of Form S-8 will be sent or given to
employees as specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. The registrant shall maintain a file of such documents in accordance
with the provisions of Rule 428. Upon request, the registrant shall furnish to
the Commission or its staff a copy or copies of any or all of the documents
included in such file.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which IWL Communications, Incorporated (the
"Company") has filed with the Commission pursuant to the Securities Act or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated in this Registration Statement by reference and shall be deemed to
be a part hereof:
(i) The Prospectus dated June 12, 1997 as filed on June 13, 1997 with the
Commission pursuant to Rule 424(b) under the Securities Act in
connection with the Company's Registration Statement on Form S-1, as
amended (Registration No. 333-22801), which contains audited financial
statements for the Company's fiscal year ended June 30, 1996, which
is the Company's latest fiscal year for which audited financial
statements have been filed; and
(ii) The description of the Common Stock of the Company contained in the
Company's Registration Statement on Form 8-A (Commission File No. 0-
22293), as filed with the Commission pursuant to the Exchange Act on
May 28, 1997, as may be amended, modified or superseded by any report
or amendment filed with the Commission for the purpose of updating
such description.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein, in any subsequently filed amendment to this
Registration Statement, or in any document that also is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
II-1
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article XII of the Company's Amended and Restated Articles of
Incorporation, a copy of which is filed as Exhibit 4.1 to this Registration
Statement, provides the following:
"A director of the Corporation shall not be liable to the Corporation or
its shareholders for monetary damages for an act or omission in the
director's capacity as a director, except that this Article shall not
authorize the elimination or limitation of the liability of a director to
the extent the director is found liable for:
(1) a breach of the director's duty of loyalty to the Corporation or
its shareholders;
(2) an act or omission not in good faith that constitutes a breach of
duty of the director to the Corporation or an act or omission that
involves intentional misconduct or a knowing violation of the law;
(3) a transaction from which the director received an improper
benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office; or
(4) an act or omission for which the liability of a director is
expressly provided by an applicable statute."
Article XI of the Company's Amended and Restated Articles of Incorporation
provides the following:
"The directors and officers of the Corporation shall be indemnified by the
Corporation in a manner and to the extent permitted by applicable state or
federal law as in effect from time to time."
Section 7.06 of the Company's Amended and Restated Bylaws, a copy of which
is filed as Exhibit 4.2 to this Registration Statement, provides the following:
"The Corporation shall have the authority to and shall indemnify and
advance expenses to the Directors, officers, employees, and agents of the
Corporation or any other persons serving at the request of the Corporation
in such capacities in a manner and to the maximum extent permitted by
applicable state or federal law. The Corporation may purchase and
II-2
<PAGE>
maintain liability insurance or make other arrangements for such
obligations to the extent permitted by the Texas Business Corporation Act."
The Company currently has in effect a directors and officers liability
insurance policy.
The Texas Business Corporation Act permits, and in some cases requires,
corporations to indemnify officers, directors, agents and employees who are or
have been a party to or are threatened to be made a party to litigation against
judgments, penalties (including excise and similar taxes), fines, settlements
and reasonable expenses under certain circumstances.
The Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to the
Company's Registration Statement on Form S-1, as amended (Registration No. 333-
22801), provides for indemnification by the underwriters of the Company's
initial public offering of Common Stock of the Company and its officers and
directors, and by the Company of such underwriters, for certain liabilities
arising under the Securities Act or otherwise.
As a result of these provisions or agreements, the Company and its
shareholders may be unable to obtain monetary damages from a director or officer
for breach of the duty of care. Although shareholders may continue to seek
injunctive or other equitable relief for an alleged breach of fiduciary duty by
a director or officer, shareholders may not have any effective remedy against
the challenged conduct if equitable remedies are unavailable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-3
<PAGE>
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
4.1 Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1, as amended
(Commission File No. 333-22801)).
4.2 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.3 to the Company's Registration
Statement on Form S-1, as amended (Commission File No. 333-
22801)).
4.3 Form of Certificate evidencing Common Stock (incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-1, as amended (Commission File No. 333-
22801)).
4.4 IWL Communications, Incorporated Employee Incentive Stock
Option Plan (incorporated by reference to Exhibit 10.1 to
the Company's Registration Statement on Form S-1, as amended
(Commission File No. 333-22801)).
4.5 IWL Communications, Incorporated 1997 Stock Option Plan
(incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-1, as amended (Commission
File No. 333-22801)).
4.6 IWL Communications, Incorporated 1997 Director Stock Option
Plan (incorporated by reference to Exhibit 10.3 to the
Company's Registration Statement on Form S-1, as amended
(Commission File No. 333-22801)).
5.1* Opinion of Munsch Hardt Kopf Harr & Dinan, P.C.
23.1 Consent of Munsch Hardt Kopf Harr & Dinan, P.C. (included in
the opinion filed as Exhibit 5.1 to this Registration
Statement).
23.2* Consent of KPMG Peat Marwick LLP, independent public
accountants.
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
- -------------------
*Filed herewith.
II-4
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) 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:
(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 this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement (notwithstanding the foregoing, any
increase or decrease in the volume of the securities offered (if the
total dollar value of the securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in this Registration
Statement);
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change in the information set forth in this
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The 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
II-5
<PAGE>
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.
(c) 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 foregoing provisions, 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 or paid
by a director, officer or controlling person of the Company 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
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 as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Houston, State of Texas, on July 30, 1997.
IWL COMMUNICATIONS, INCORPORATED
By: /s/ Ignatius W. Leonards
------------------------------------
Ignatius W. Leonards,
Chief Executive Officer
The undersigned directors and officers of IWL Communications,
Incorporated, a Texas corporation, which is filing a Registration Statement
on Form S-8 with the Securities and Exchange Commission under the provisions
of the Securities Act of 1933, as amended (the "Securities Act"), each hereby
constitutes and appoints Byron M. Allen and Richard H. Roberson, and each of
them, the undersigned's true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place and stead, and in any and all capacities, to sign
such Registration Statement and any or all amendments thereto (including
post-effective amendments and amendments thereto) to this Registration
Statement and any registration statement for the same offering that is to be
effective upon filing pursuant to Rule 462(b) of the Securities Act, and to
file the same, with all exhibits thereto and other documents in connection
therewith with the Commission, and hereby ratifies and confirms all that such
attorneys-in-fact, or either of them, or their substitutes, shall lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities
indicated on July 30, 1997.
<TABLE>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ IGNATIUS W. LEONARDS Chief Executive Officer, Chairman July 30, 1997
--------------------------- of the Board, and Director
Ignatius W. Leonards (Principal Executive Officer)
/s/ BYRON M. ALLEN President and Director July 30, 1997
---------------------------
Byron M. Allen
/s/ RICHARD H. ROBERSON Chief Financial Officer and July 30, 1997
--------------------------- Director (Principal Financial
Richard H. Roberson and Accounting Officer)
Director July __, 1997
---------------------------
Christopher J. Amenson
Director July __, 1997
---------------------------
Myron J. Goins
</TABLE>
II-7
<PAGE>
(214) 855-7580
July 30, 1997
IWL Communications, Incorporated
12000 Aerospace Avenue, Suite 200
Houston, Texas 77034
Re: Registration of up to 560,614 shares of Common Stock,
par value $.01 per share, pursuant to a Registration Statement on
Form S-8
Gentlemen:
At the request of IWL Communications, Incorporated, a Texas corporation
(the "Company"), this opinion is being furnished to the Company for filing as
Exhibit 5.1 to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), relating to up to 560,614 shares (the "Shares") of the Common Stock, par
value $.01 per share, of the Company that may be issued by the Company from time
to time (i) to participants in the IWL Communications, Incorporated Employee
Incentive Stock Option Plan (the "Incentive Stock Option Plan") pursuant to the
provisions of the Incentive Stock Option Plan, (ii) to participants in the IWL
Communications, Incorporated 1997 Stock Option Plan (the "1997 Stock Option
Plan") pursuant to the provisions of the 1997 Stock Option Plan, and (iii) to
participants in the IWL Communications, Incorporated 1997 Director Stock Option
Plan (the "1997 Director Stock Option Plan") pursuant to the provisions of the
1997 Director Stock Option Plan.
In our capacity as counsel to the Company and for the purpose of rendering
the opinions hereinafter expressed, we have relied solely upon the documents,
certificates and other items described on EXHIBIT A attached hereto and have
made no other investigation or inquiry.
This opinion letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this opinion letter should be
read in conjunction therewith. The general qualifications of the Accord apply
to all of the opinions set forth herein.
<PAGE>
IWL Communications, Incorporated
July 30, 1997
Page 2
Based solely upon the foregoing, and subject to the qualifications,
limitations, and assumptions set forth in the Accord and set forth below, we
are of the opinion that the Shares that may be issued and sold pursuant to
the Incentive Stock Option Plan, the 1997 Stock Option Plan, and the 1997
Director Stock Option Plan and, where required, authorized forms of
agreements evidencing the grant of stock options thereunder will be, when
issued and sold in accordance with the Incentive Stock Option Plan, the 1997
Stock Option Plan, and the 1997 Director Stock Option Plan, as the case
may be, and such authorized forms of stock option agreements and for a
consideration at least equal to the par value of such Shares, duly authorized
and validly issued, fully paid, and nonassessable.
For purposes of rendering the above opinion, we have assumed with
respect to shares of Common Stock issued after the date hereof, (i) the
receipt of proper consideration for the issuance thereof in excess of the par
value thereof, (ii) the availability of a sufficient number of shares of
Common Stock authorized by the Company's Amended and Restated Articles of
Incorporation then in effect, (iii) compliance with the terms of any
agreement entered into in connection with any options or shares of Common
Stock issued under the Incentive Stock Option Plan, the 1997 Stock Option
Plan, and the 1997 Director Stock Option Plan, and (iv) that no change occurs
in the applicable law or the pertinent facts.
The opinion set forth above is limited to the substantive laws of the
State of Texas and no opinion is expressed herein as to matters governed by
any other law.
This opinion is rendered solely to you in connection with the foregoing
matters. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and also to the use of our name in the Registration
Statement and the prospectus that is deemed to be a part thereof under the
caption "Legal Matters" as having passed upon certain legal matters in
connection with the Shares. By so consenting, we do not thereby admit that
we come within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
MUNSCH HARDT KOPF HARR & DINAN, P.C.
By: /s/ Mark A. Kopidlansky
------------------------------------
Mark A. Kopidlansky
<PAGE>
EXHIBIT A
1. Amended and Restated Articles of Incorporation of the Company, as certified
by the Secretary of State of Texas on July 23, 1997.
2. Amended and Restated Bylaws of the Company.
3. Certificate of Existence for the Company issued by the Secretary of State
of Texas on July 23, 1997.
4. Certificate of Good Standing for the Company issued by the Comptroller of
Public Accounts of the State of Texas on July 23, 1997.
5. The Incentive Stock Option Plan, together with authorized forms of
agreements evidencing the grant of stock options thereunder.
6. The 1997 Stock Option Plan, together with authorized forms of agreements
evidencing the grant of stock options thereunder.
7. The 1997 Director Stock Option Plan, together with authorized forms of
agreement evidencing the grant of stock options thereunder.
8. Officer's Certificate, dated the date hereof, executed by the President and
Secretary of the Company certifying, among other things, (i) the
resolutions pursuant to which the Incentive Stock Option Plan, the 1997
Stock Option Plan, and the 1997 Director Stock Option Plan were adopted by
the directors and shareholders of the Company and pursuant to which shares
to be issued pursuant to such plans were reserved for issuance by the
Company's board of directors, (ii) the Amended and Restated Articles of
Incorporation and Bylaws of the Company, (iii) the Incentive Stock Option
Plan, the 1997 Stock Option Plan and the 1997 Director Stock Option Plan,
together with authorized forms of agreements evidencing the grant of stock
options thereunder, and (iv) the authorized Common Stock, the number of
issued and outstanding shares of Common Stock of the Company, and the
number of shares of Common Stock reserved for issuance by the Company under
such plans.
9. Telephone confirmation by the Secretary of State of Texas on the date
hereof that the Company is validly existing and in good standing under the
laws of the State of Texas.
10. Telephone confirmation by the Comptroller of Public Accounts of the State
of Texas on the date hereof that the Company is in good standing under the
laws of the State of Texas.
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
Board of Directors
IWL Communications, Incorporated
We consent to incorporation by reference in the Registration Statement on
Form S-8 of IWL Communications Inc. of our report dated May 5, 1997, except
as to Note 15, which is as of May 27, 1997, relating to the consolidated
balance sheets of IWL Communications, Inc. and Subsidiaries as of June 30,
1995 and 1996 and March 31, 1997 and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the years ended
June 30, 1996 and 1995 and for the nine months ended March 31, 1997 which
report appears in the final prospectus filed with the Securities and Exchange
Commission on June 12, 1997.
KPMG Peat Marwick LLP
Houston, Texas
July 29, 1997
