<PAGE>
REGISTRATION NO. 333-38209
- - - --------------------------------------------------------------------------------
- - - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-4
AMENDMENT NO. 4 TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
COMMUNICATIONS INSTRUMENTS, INC.
KILOVAC CORPORATION
KILOVAC INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NORTH CAROLINA 3625 56-182-82-70
CALIFORNIA 3670 95-228-58-08
CALIFORNIA 3625 95-322-33-47
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
----------------
1396 CHARLOTTE HIGHWAY
FAIRVIEW, NC 28730
TELEPHONE: (704) 628-1711
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
----------------
RAMZI A. DABBAGH
CHIEF EXECUTIVE OFFICER
COMMUNICATIONS INSTRUMENTS, INC.
1396 CHARLOTTE HIGHWAY
FAIRVIEW, NC 28730
TELEPHONE: (704) 628-1711
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPY TO:
SANFORD E. PERL
KIRKLAND & ELLIS
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
TELEPHONE: (312) 861-2000
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
----------------
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 THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) 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(A),
MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company
The Company is incorporated under the laws of the State of North Carolina.
Section 8.51 of the North Carolina Business Corporation Act (the "NCBCA")
provides that a corporation may indemnify an individual made a party to a
proceeding because he is or was a director against liability incurred in the
proceeding if (i) he conducted himself in good faith, (ii) he reasonably
believed (a) in the case of conduct in his official capacity with the
corporation, that his conduct was in its best interests, and (b) in all other
cases, that his conduct was at least not opposed to its best interests, and
(iii) in the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful. Section 8.51 provides that the termination
of a proceeding by judgment, order, settlement, conviction, or upon a plea of
no contest or its equivalent is not, of itself, determinative that the
director did not meet the requisite standard of conduct. Section 8.51
prohibits indemnification of a director (i) in connection with a proceeding by
or in the right of the corporation in which the director was adjudged liable
to the corporation, and (ii) in connection with any other proceeding charging
improper personal benefit to him, whether or not involving action in his
official capacity, in which he was adjudged liable on the basis that personal
benefit was improperly received by him. Indemnification permitted under
Section 8.51 in connection with a proceeding by or in the right of the
corporation that is concluded without a final adjudication on the issue of
liability is limited to reasonable expenses incurred in connection with the
proceeding.
Section 8.52 of the NCBCA provides that, unless limited by its articles of
incorporation, a corporation shall mandatorily indemnify a director who was
wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a director of the
corporation against reasonable expenses incurred by him in connection with the
proceeding. Section 8.56 of the NCBCA provides that an officer of the
corporation is entitled to mandatory indemnification under Section 8.52 to the
same extent as a director, and that the corporation may otherwise indemnify
and advance expenses to an officer, employee, or agent of the corporation to
the same extent as to a director. Section 8.57 of the NCBCA provides that, in
addition to and separate and apart from the indemnification provided under the
NCBCA, a corporation may in its articles of incorporation or bylaws or by
contract or resolution indemnify or agree to indemnify any one or more of its
directors, officers, employees, or agents against liability and expenses in
any proceeding (including without limitation a proceeding brought by or on
behalf of the corporation itself) arising out of their status as such or their
activities in any of the foregoing capacities; provided, however, that a
corporation may not indemnify or agree to indemnify a person against liability
or expenses he may incur on account of his activities which were at the time
taken known or believed by him to be clearly in conflict with the best
interests of the corporation. Section 8.57 also provides that any provision of
any articles of incorporation, by-law, contract, or resolution permitted under
such section may include provisions for recovery from the corporation of
reasonable costs, expenses, and attorneys' fees in connection with the
enforcement of rights to indemnification granted therein and may further
include provisions establishing reasonable procedures for determining and
enforcing the rights granted therein.
The articles of incorporation, as amended, of the Company provide that a
director of the corporation shall not be personally liable for monetary
damages for breach of any duty as a director except and only to the extent
applicable law restricts such indemnification. The by-laws of the Company
provide that any person who at any time serves as a director or officer of the
Company, or in such capacity at the request of the Company for any other
corporation, partnership, joint venture, trust or other enterprise, or as a
trustee or administrator under an employee benefit plan, shall have a right to
be indemnified by the Company to the fullest extent permitted by law against
(a) reasonable expenses, including reasonable attorneys' fees, actually
incurred by him in connection with any threatened, pending or completed
action, suit or proceeding (and any appeal thereof), whether civil,
II-1
<PAGE>
criminal, administrative, investigative or arbitrative, and whether or not
brought by or on behalf of the Company, seeking to hold him liable by reason
of the fact that he is or was acting in such capacity, and (b) reasonable
payments made by him in satisfaction of any judgment, money decree, fine
(including, without limitation, an excise tax assessed with respect to an
employee benefit plan), penalty or settlement for which he may have become
liable in any such action, suit or proceeding.
Kilovac and Kilovac International
Kilovac and Kilovac International are incorporated under the laws of the
State of California. Section 317(b) of the California General Corporation Law
(the "CGCL") and Section 15 of the by-laws of each of Kilovac and Kilovac
International (collectively, the "Kilovac By-laws") provide that a corporation
may indemnify an individual made a party to a proceeding because he is or was
a director against liability incurred in the proceeding if (i) he conducted
himself in good faith, (ii) he reasonably believed that his conduct was in the
best interests of the Corporation and (iii) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Section 317(b) of the GGCL and Section 15 of the Kilovac By-laws also provide
that the termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of no contest or its equivalent does not, of
itself, create a presumption that the director did not meet the requisite
standard of conduct.
Section 317(c) of the CGCL and Section 15 of the Kilovac By-laws provide
that a corporation shall have the power to indemnify any person who was or is
a party, or is threatened to be made a party, to any threatened, pending or
completed action by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that such person is or was an agent of the
corporation, against expenses actually and reasonably incurred by such person
in connection with the defense or settlement of such action if such person
acted in good faith, in a manner such person believed to be in the best
interests of the corporation and with such care, including reasonable inquiry,
as an ordinarily prudent person in a like position would use under similar
circumstances.
Section 317(c) of the CGCL and Section 15 of the Kilovac By-laws prohibit
indemnification of a director (i) in connection with any claim, issue or
matter as to which the director shall have been adjudged to be liable to the
corporation in the performance of his duty to the corporation, unless and only
to the extent that the court in which such action was brought determines upon
application that, in view of all the circumstances of the case, the director
is fairly and reasonably entitled to indemnity for the expenses which such
court shall determine; (ii) of amounts paid in settling or otherwise disposing
of a threatened or pending action, with or without court approval; or (iii) of
expenses incurred in defending a threatened or pending action which is settled
or otherwise disposed of without court approval.
Section 317(d) of the CGCL and Section 15 of the Kilovac By-laws provide
that to the extent that an agent of this corporation has been successful on
the merits in defense of any proceeding referred to in Section 317(b) or (c)
for which indemnification is permitted or in defense of any claim, issue or
matter therein, the agent shall be indemnified against expenses actually and
reasonably incurred by the agent in connection therewith.
Section 317(e) of the CGCL and Section 15 of the Kilovac By-laws provide
that, except as provided in Section 317(d) of the CGCL and Section 15 of the
Kilovac By-laws, any indemnification under this section shall be made by the
corporation only if authorized in the specific case, upon a determination that
indemnification of the agent is proper in the circumstances because the agent
has met the applicable standard of conduct in Section 317(b) or (c) of the
CGCL and Section 15 of the Kilovac By-laws, by: (i) a majority vote of a
quorum consisting of directors who are not parties to such proceeding; (ii)
approval or ratification by the affirmative vote of a majority of the shares
of the corporation entitled to vote represented at a duly held meeting at
which a quorum is present or by the written consent of holders of a majority
of the outstanding shares entitled to vote or (iii) the court in which such
proceeding is or was pending, upon application made by this corporation or the
agent or the attorney or other person rendering services in connection with
the defense, whether or not such application by the agent, attorney or other
person is opposed by the corporation.
Section 317(f) of the CGCL and Section 15 of the Kilovac By-laws provide
that expenses incurred in defending any proceeding may be advanced by the
corporation prior to the final disposition of such proceeding
II-2
<PAGE>
upon receipt of an undertaking by or on behalf of the agent to repay such
amount unless it shall be determined ultimately that the agent is entitled to
be indemnified as authorized in Section 317 of the CGCL and Section 15 of the
Kilovac By-laws.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS.
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DOCUMENT DESCRIPTION NUMBERS
------- -------------------- ----------
<C> <S> <C>
3.1 Articles of Incorporation of the Company.*
3.2 By-laws of the Company.*
3.3 Articles of Incorporation of Kilovac.*
3.4 By-laws of Kilovac.*
3.5 Articles of Incorporation of Kilovac International.*
3.6 By-laws of Kilovac International.*
4.1 Indenture dated as of September 18, 1997 by and among
the Company, Kilovac, Kilovac International and Norwest
Bank Minnesota, National Association.*
4.2 Purchase Agreement dated as of September 12, 1997
between the Company, Kilovac and Kilovac International
and BancAmerica Securities, Inc. and Salomon Brothers,
Inc.*
4.3 Registration Rights Agreement dated as of September 18,
1997 between the Company, Kilovac and Kilovac
International and BancAmerica Securities, Inc. and
Salomon Brothers, Inc.*
5.1 Opinion and Consent of Kirkland & Ellis.
10.1 Employment Agreement dated as of May, 1993 between the
Company and Ramzi A. Dabbagh.*
10.2 Employment Agreement dated as of May, 1993 between the
Company and G. Daniel Taylor.*
10.3 Employment Agreement dated as of January 7, 1994
between the Company and Michael A. Steinback.*
10.4 Employment Agreement dated as of November 23, 1994
between the Company and David Henning.*
10.5 Management Agreement, dated as of September 18, 1997
among the Company, Parent and CHS Management III, L.P.*
10.6 Tax Sharing Agreement dated as of September 18, 1997
between the Company, Parent, Kilovac, Kilovac
International and Kilovac International FSC Ltd.*
+10.7 Credit Agreement dated as of September 18, 1997 among
the Company, Parent, various banks, Bank of America
National Trust and Savings Association and BancAmerica
Securities, Inc.*
10.8 Pledge Agreements dated as of September 18, 1997 by
Parent, the Company, Kilovac and Kilovac International
in favor of Bank of America Trust and Savings
Association.*
10.9 Subsidiary Guarantee dated as of September 18, 1997 by
Kilovac and Kilovac International in favor of Bank of
America National Trust and Savings Association.*
10.10 Security Agreement dated as of September 18, 1997 among
Parent, the Company, Kilovac and Kilovac International
in favor of Bank of America National Trust and Savings
Association.*
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DOCUMENT DESCRIPTION NUMBERS
------- -------------------- ----------
<C> <S> <C>
10.11 Stock Subscription and Purchase Agreement dated as of
September 20, 1995, by and among the Company, Kilovac
and the stockholders and optionholders of Kilovac named
therein.*
+10.12 Asset Purchase Agreement dated as of June 27, 1996
between the Company and Figgie International Inc.*
10.13 Environmental Remediation and Escrow Agreement, dated
as of July 2, 1996.*
10.14 Lease Agreement dated as of July 2, 1996 by and between
Figgie Properties, Inc. and Communications Instruments,
Inc. dba Hartman Division of CII Technologies Inc.*
10.15 Second Amendment to Stock Subscription and Purchase
Agreement dated as of August 26, 1996, by and among the
Company, Kilovac and the Selling Shareholders.*
+10.16 Recapitalization Agreement dated as of August 6, 1997
and among Parent, certain investors and certain selling
stockholders.*
10.17 Amendment to the Recapitalization Agreement dated as of
September 18, 1997 by and among Parent, certain
investors and certain selling stockholders.*
10.18 Indemnification and Escrow Agreement dated as of
September 18, 1997 by and among Parent, certain
investors, certain selling stockholders and American
National Bank and Trust Company of Chicago.*
10.19 Stockholders Agreement dated as of September 18, 1997
by and among Parent and certain of its stockholders.*
10.20 Registration Agreement dated as of September 18, 1997
by and among Parent and certain of its stockholders.*
10.21 Form of Junior Subordinated Promissory Note of Parent.*
10.22 Employment Agreement dated as of October 11, 1995
between Kilovac and Dan McAllister.*
10.23 Employment Agreement dated as of October 11, 1995
between Kilovac and Pat McPherson.*
10.24 Employment Agreement dated as of October 11, 1995
between Kilovac and Rick Danchuk.*
10.25 Employment Agreement dated as of October 11, 1995
between Kilovac and Robert A. Helman.*
12.1 Statement of Computation of Ratios.*
21.1 Subsidiaries of the Company, Kilovac and Kilovac
International.*
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Kirkland & Ellis (included in Exhibit 5.1).
24.1 Powers of Attorney (included in signature page).*
25.1 Statement of Eligibility of Trustee on Form T-1.*
99.1 Form of Letter of Transmittal.*
99.2 Form of Notice of Guaranteed Delivery.*
99.3 Form of Tender Instructions.*
</TABLE>
- - - --------
+ The Company agrees to furnish supplementally to the Commission a copy of
any omitted schedule to such agreement upon the request of the Commission
in accordance with Item 601(b)(2) of Regulation S-K.
* Item previously filed.
(b) FINANCIAL STATEMENT SCHEDULE.
I. Condensed Financial Information of Registrant.
Note: All other financial statement schedules have been omitted because the
required information is not present or is not present in amounts sufficient to
require submission of the schedules, or because the information required is
included in the consolidated financial statements and notes thereto.
II-4
<PAGE>
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of 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 the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of 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 of 1933 and will be governed by the final adjudication of such
issue.
(d) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-5
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, COMMUNICATIONS
INSTRUMENTS, INC. HAS DULY CAUSED THIS AMENDED REGISTRATION STATEMENT ON FORM
S-4 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED,
IN THE CITY OF FAIRVIEW, STATE OF NORTH CAROLINA, ON JANUARY 28, 1998.
Communications Instruments, Inc.
*
By: _________________________________
Ramzi A. Dabbagh
Chairman, Chief Executive Officer
and President
* * * * *
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDED
REGISTRATION STATEMENT ON FORM S-4 HAS BEEN SIGNED ON JANUARY 28, 1998 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<S> <C>
* Chairman of the Board, Chief Executive
___________________________________________ Officer, President and Director
Ramzi A. Dabbagh (Principal Executive Officer)
* Chief Financial Officer (Principal
___________________________________________ Financial and Accounting Officer)
David Henning
* Chief Operating Officer and Director
___________________________________________
Michael A. Steinback
* Executive Vice President of Business
___________________________________________ Development and Director
G. Daniel Taylor
* Director
___________________________________________
Brian P. Simmons
* Director
___________________________________________
Andrew W. Code
* Director
___________________________________________
Steven R. Brown
* Director
</TABLE>___________________________________________
Jon S. Vesely
*The undersigned, by signing his name hereto, does sign and execute this
Amendment No. 4 pursuant to the Power of Attorney executed by the above-
named officers and directors of the Registrant and previously filed with
the Securities and Exchange Commission on behalf of such officers and
directors.
<TABLE>
<S> <C>
/s/ Ramzi A. Dabbagh Attorney-in-Fact
___________________________________________
Ramzi A. Dabbagh
</TABLE>
II-6
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, KILOVAC
CORPORATION HAS DULY CAUSED THIS AMENDED REGISTRATION STATEMENT ON FORM S-4 TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF FAIRVIEW, STATE OF NORTH CAROLINA, ON JANUARY 28, 1998.
Kilovac Corporation
*
By: _________________________________
Ramzi A. Dabbagh
Chairman and President
* * * * *
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDED
REGISTRATION STATEMENT ON FORM S-4 HAS BEEN SIGNED ON JANUARY 28, 1998 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<S> <C>
* Chairman of the Board, President and
___________________________________________ Director
Ramzi A. Dabbagh (Principal Executive Officer)
* Chief Financial Officer (Principal
___________________________________________ Financial and Accounting Officer)
David Henning
* Director
___________________________________________
Brian P. Simmons
</TABLE>
*The undersigned, by signing his name hereto, does sign and execute this
Amendment No. 4 pursuant to the Power of Attorney executed by the above-
named officers and directors of the Registrant and previously filed with
the Securities and Exchange Commission on behalf of such officers and
directors.
<TABLE>
<S> <C>
/s/ Ramzi A. Dabbagh Attorney-in-Fact
___________________________________________
Ramzi A. Dabbagh
</TABLE>
II-7
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, KILOVAC
INTERNATIONAL, INC. HAS DULY CAUSED THIS AMENDED REGISTRATION STATEMENT ON
FORM S-4 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF FAIRVIEW, STATE OF NORTH CAROLINA, ON JANUARY 28,
1998.
Kilovac International, Inc.
*
By: _________________________________
Ramzi A. Dabbagh
Chairman and President
* * * * *
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDED
REGISTRATION STATEMENT ON FORM S-4 HAS BEEN SIGNED ON JANUARY 28, 1998 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<S> <C>
* Chairman of the Board, President and
___________________________________________ Director
Ramzi A. Dabbagh (Principal Executive Officer)
* Chief Financial Officer, (Principal
___________________________________________ Financial and Accounting Officer)
David Henning
* Director
___________________________________________
Brian P. Simmons
</TABLE>
*The undersigned, by signing his name hereto, does sign and execute this
Amendment No. 4 pursuant to the Power of Attorney executed by the above-
named officers and directors of the Registrant and previously filed with
the Securities and Exchange Commission on behalf of such officers and
directors.
<TABLE>
<S> <C>
/s/ Ramzi A. Dabbagh Attorney-in-Fact
___________________________________________
Ramzi A. Dabbagh
</TABLE>
II-8
<PAGE>
COMMUNICATIONS INSTRUMENTS, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENT SCHEDULES
<TABLE>
<S> <C>
I.Independent Auditors' Report............................................ II-10
II.Condensed Financial Information of the Registrant...................... II-11
III. Notes to Condensed Financial Information of the Registrant........... II-14
</TABLE>
II-9
<PAGE>
INDEPENDENT AUDITORS' REPORT
Communications Instruments, Inc. and Subsidiaries:
We have audited the financial statements of Communications Instruments, Inc.
and subsidiaries (the Company) as of December 31, 1995 and 1996, and for each
of the three years in the period ended December 31, 1996, and have issued our
report thereon dated February 14, 1997 (included elsewhere in this
Registration Statement). Our audits also included the financial statement
schedule listed in Item 21 of this Registration Statement. This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
Deloitte & Touche LLP
Greenville, South Carolina
February 14, 1997
II-10
<PAGE>
SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
COMMUNICATIONS INSTRUMENTS, INC. AND SUBSIDIARIES
CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1995 1996
------- -------
ASSETS
------
<S> <C> <C>
Current assets................................................ $15,453 $24,859
Property, plant and equipment................................. 11,371 13,502
Receivable due from subsidiary................................ 9,650 9,183
Investment in subsidiary...................................... 4,138 4,271
Other non current assets...................................... 4,104 6,746
------- -------
Total Assets.............................................. $44,716 $58,561
======= =======
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Current liabilities........................................... $ 7,640 $15,309
Long-Term debt................................................ 19,731 26,099
Non current liabilities....................................... 7,052 5,403
Stockholders' equity..........................................
Common stock..................................................
Paid-in capital............................................... 12,317 12,317
Accumulated deficit........................................... (1,744) (115)
Currency translation (loss)................................... (36) (38)
Accounts receivable due from parent........................... (244) (414)
------- -------
Total Liabilities and Stockholders' Equity................ $44,716 $58,561
======= =======
</TABLE>
See notes to condensed financial statements.
II-11
<PAGE>
COMMUNICATIONS INSTRUMENTS, INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
-------------------------
1994 1995 1996
------- ------- -------
<S> <C> <C> <C>
Net sales............................................ $31,523 $36,239 $51,430
Cost of sales........................................ 24,330 26,833 38,399
------- ------- -------
Gross margin......................................... 7,193 9,406 13,031
Operating expenses................................... 4,910 10,158 7,330
------- ------- -------
Operating income..................................... 2,283 (752) 5,701
Interest expense..................................... (1,279) (2,058) (3,682)
Other income......................................... -- 2 314
------- ------- -------
Income before income taxes........................... 1,004 (2,808) 2,333
Income tax expense (benefit)......................... 386 (950) 838
Equity in income of subsidiary....................... -- 137 134
------- ------- -------
Net income (loss).................................... $ 618 $(1,721) $ 1,629
======= ======= =======
</TABLE>
See notes to condensed financial statements.
II-12
<PAGE>
COMMUNICATION INSTRUMENTS, INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1994 1995 1996
------- -------- --------
<S> <C> <C> <C>
Net cash provided by operating activities.......... $ 1,333 $ 2,023 $ 7,026
Net cash (used in) investing activities............ (1,544) (15,681) (13,770)
Net cash provided by financing activities.......... 256 13,645 6,799
------- -------- --------
Net increase (decrease) in cash.................... 45 (13) 55
Cash, beginning of period.......................... 27 72 59
------- -------- --------
Cash, end of period................................ $ 72 $ 59 $ 114
======= ======== ========
</TABLE>
See notes to condensed financial statements.
II-13
<PAGE>
COMMUNICATIONS INSTRUMENTS, INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
NOTES TO CONDENSED FINANCIAL INFORMATION OF REGISTRANT
1. BASIS OF PRESENTATION
The Condensed Financial Information of Registrant reflects the financial
statements of Communications Instruments, Inc. with its subsidiaries, Kilovac
Corporation, Kilovac International FSC Limited and Electro-Mech, S.A. DW C.V.,
presented on the equity method of accounting in order to comply with the
requirements of Schedule I of Form S-4.
2. LONG-TERM DEBT
See Note 5 of the Notes to Consolidated Financial Statements.
3. COMMITMENTS AND CONTINGENCIES
See Note 8 of the Notes to Consolidated Financial Statements.
4. CASH DIVIDENDS PAID TO REGISTRANT
For the fiscal years ended December 31, 1994, 1995 and 1996, Communications
Instruments, Inc. did not receive any dividends.
II-14
<PAGE>
[Letterhead of Kirkland & Ellis]
January 26, 1998
Communications Instruments, Inc.
1396 Charlotte Highway
Fairview, NC 28730
Re: 10% Senior Subordinated Notes due 2004, Series B
------------------------------------------------
Ladies and Gentlemen:
We are acting as special counsel to Communications Instruments, Inc., a
North Carolina corporation (the "Company"), in connection with the proposed
registration by the Company of up to $95,000,000 in aggregate principal amount
of the Company's 10% Senior Subordinated Notes due 2004, Series B (the "Exchange
Notes"), pursuant to a Registration Statement on Form S-4 originally filed with
the Securities and Exchange Commission (the "Commission") on October 17, 1997
under the Securities Act of 1933, as amended (the "Securities Act") (such
Registration Statement, as amended or supplemented, is hereinafter referred to
as the "Registration Statement"), for the purpose of effecting an exchange offer
(the "Exchange Offer") for the Company's 10% Senior Subordinated Notes due 2004
(the "Old Notes"). We are also acting as special counsel to Kilovac Corporation
and Kilovac International, Inc. (collectively, the "Guarantors") as issuers of
guarantees (collectively, the "Guarantees") of the obligations of the Company
under the Exchange Notes. The Exchange Notes and the Guarantees are to be issued
pursuant to the Indenture (the "Indenture"), dated as of September 18, 1997,
among the Company, the Guarantors and Norwest Bank Minnesota, National
Association, as Trustee, in exchange for and in replacement of the Company's
outstanding Old Notes, of which $95,000,000 in aggregate principal amount is
outstanding.
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purpose of this
opinion, including (i) the corporate and organizational documents of the Company
and each Guarantor, (ii) minutes and records of the corporate proceedings of the
Company and each Guarantor with respect to the issuance of the Exchange Notes
and the Guarantees, respectively, (iii) the Registration Statement and exhibits
thereto and (iv) the Registration Rights Agreement, dated as of September 18,
1997, among the Company, the Guarantors, and BancAmerica Securities Inc. and
Salomon Brothers Inc.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the
<PAGE>
Communications Instruments, Inc.
January 26, 1998
Page 2
authenticity of the originals of all documents submitted to us as copies. We
have also assumed the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of
such persons signing on behalf of the parties thereto other than the Company and
the Guarantors, and the due authorization, execution and delivery of all
documents by the parties thereto other than the Company and the Guarantors.
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and others.
Based upon the subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that:
(1) The sale and issuance of the Exchange Notes has been validly
authorized by the Company.
(2) The Guarantees have been validly authorized by each of the Guarantors.
(3) When, as and if (i) the Registration Statement shall have become
effective pursuant to the provisions of the Securities Act, (ii) the Indenture
shall have been qualified pursuant to the provisions of the Trust Indenture Act
of 1939, as amended, (iii) the Old Notes shall have been validly tendered to the
Company and (iv) the Exchange Notes shall have been issued in the form and
containing the terms described in the Registration Statement, the Indenture, the
resolutions of the Company's and each Guarantor's Board of Directors (or
authorized committee thereof) authorizing the foregoing and any legally required
consents, approvals, authorization and other order of the Commission and any
other regulatory authorities to be obtained, the Exchange Notes when issued
pursuant to the Exchange Offer will be legally issued and will constitute valid
and binding obligations of the Company and each Guarantee will constitute the
valid and binding obligation of the respective Guarantor.
Our opinions expressed above are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally and (ii) general principles of equity or at law
(regardless of whether enforcement is considered in a proceeding in equity or at
law).
<PAGE>
Communications Instruments, Inc.
January 26, 1998
Page 3
Our advice on every legal issue addressed in this letter is based
exclusively on the federal law of the United States and the laws of the state of
New York except that certain of the opinions are based on the North Carolina
Business Corporation Act (in the case of the Company) and on the California
General Corporation Law (in the case of Kilovac Corporation and Kilovac
International, Inc.).
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. We also consent to the reference to our firm under the
heading "Legal Matters" in the Registration Statement. In giving this consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance of the Exchange Notes.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the North
Carolina Business Corporation Act or the California General Corporation Law be
changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purposes.
Very truly yours,
Kirkland & Ellis
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Amendment No. 4 to Registration Statement No.
333-38209 of Communications Instruments, Inc. and subsidiaries on Form S-4 of
our report dated February 14, 1997, appearing in the Prospectus, which is part
of this Registration Statement, and of our report dated February 14, 1997
relating to the financial statement schedule appearing elsewhere in this
Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
Deloitte & Touche LLP
Greenville, South Carolina
January 28, 1998
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Amendment No. 4 to Registration Statement No.
333-38209 on Form S-4 of our report on Kilovac Corporation and Subsidiaries
dated December 6, 1995, appearing in the Prospectus, which is part of this
Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
Deloitte & Touche LLP
Los Angeles, California
January 28, 1998
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Amendment No. 4 to Registration Statement No.
333-38209 on Form S-4 of our report on Hartman Manufacturing Division of Figgie
International, Inc., dated June 28, 1996, appearing in the Prospectus, which is
part of this Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
Deloitte & Touche LLP
Cleveland, Ohio
January 28, 1998
