<PAGE> 1
As filed with the Securities and Exchange Commission on September 7, 2000
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
REPEATER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0535658
(State of Incorporation) (I.R.S. Employer Identification No.)
-------------------
1150 Morse Avenue
Sunnyvale, California 94089
(Address of principal executive offices)
-------------------
1990 Incentive Stock Plan
Key Executives Stock Option Plan
2000 Equity Incentive Plan
2000 Employee Stock Purchase Plan
(Full title of the plans)
KENNETH L. KENITZER
Repeater Technologies, Inc.
1150 Morse Avenue
Sunnyvale, California 94089
(408) 747-1900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------
Copies to:
MARK P. TANOURY, ESQ.
DAVID T. EMERSON, ESQ.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
(650) 843-5000
-------------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Aggregate Amount of
to be Registered Registered Price per Share(1) Offering Price(1) Registration Fee
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 10,666,521 shares $11.25 $120,034,080 $31,689
$0.001 per share
===========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of
1933, as amended (the "Securities Act"). The price per share and
aggregate offering price are based upon (a) the weighted average
exercise price for shares of Common Stock subject to outstanding options
granted by Repeater Technologies, Inc. (the "Company") under its 1990
Incentive Stock Plan, Key Executives Stock Option Plan and 2000 Equity
Incentive Plan or (b) the average of the high and low prices of
Registrant's Common Stock on September 6, 2000, as reported on the
Nasdaq National Market, for shares of Common Stock reserved for issuance
pursuant to future grants of options under the Company's 2000 Equity
Incentive Plan and reserved for future issuance under its 2000 Employee
Stock Purchase Plan (pursuant to Rule 457(c) under the Securities Act).
NOTES TO CALCULATION OF REGISTRATION FEE
The chart below details the calculation of the registration fee:
<TABLE>
<CAPTION>
OFFERING PRICE PER SHARE
(WEIGHTED AVERAGE
TYPE OF SHARES NUMBER OF SHARES EXERCISE PRICE) AGGREGATE OFFERING PRICE
-------------- ---------------- ------------------------ ------------------------
<S> <C> <C> <C>
Shares of Common Stock 2,323,417 $5.06 $11,756,490
issuable pursuant to
outstanding options under
the 1990 Incentive Stock
Plan
Shares of Common Stock 1,093,104 $0.63 $688,656
issuable pursuant to
outstanding options under
the Key Executives Stock
Option Plan
Shares of Common Stock 756,850 $8.49 $6,425,657
issuable pursuant to
outstanding options under
the 2000 Equity Incentive
Plan
Shares of Common Stock 5,243,150 $15.58 $81,688,277
reserved for issuance
pursuant to future option
grants under the 2000
Equity Incentive Plan
Shares of Common Stock 1,250,000 $15.58 $19,475,000
reserved for future
issuance pursuant to the
2000 Employee Stock
Purchase Plan
Proposed Maximum Aggregate $120,034,080
Offering Price
Registration Fee $31,689
</TABLE>
================================================================================
2.
<PAGE> 3
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Repeater Technologies, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
(a) The Company's final prospectus filed August 9, 2000 pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Securities Act"),
which contains audited financial statements for the Company's latest fiscal year
for which such statements have been filed, including any amendment or report
filed for the purpose of updating such prospectus.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the prospectus referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed August 3, 2000 under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All reports and other 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 securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Cooley Godward LLP, Palo Alto, California. An
investment partnership of Cooley Godward attorneys and specialists beneficially
owns an aggregate of 17,850 shares of the Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law the Company has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act.
The Company's Bylaws require the Company to indemnify its directors and
executive officers, and permit the Company to indemnify its other officers,
employees and other agents, to the extent permitted by Delaware law. Under the
Company's Bylaws, indemnified parties are entitled to indemnification for
negligence, gross negligence and otherwise to the fullest extent permitted by
law. The Bylaws also require the Company to advance litigation expenses in the
case of stockholder derivative actions or other actions, against an undertaking
by the indemnified party to repay such advances if it is ultimately determined
that the indemnified party is not entitled to indemnification.
The Company has entered into indemnity agreements with each of its
directors and executive officers. Such indemnity agreements contain provisions
which are in some respects broader than the specific indemnification provisions
contained in Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
1.
<PAGE> 4
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of the
Registrant
4.2* Bylaws of the Registrant
4.3* Specimen Common Stock Certificate
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
99.1* 1990 Incentive Stock Plan and forms of offering documents
99.2* Key Executives Stock Option Plan and forms of offering documents
99.3* 2000 Equity Incentive Plan and forms of offering documents
99.4* 2000 Employee Stock Purchase Plan and form of offering document
</TABLE>
* Documents incorporated by reference to the Company's Registration Statement
on Form S-1, as amended (No. 333-31266), declared effective by the
Commission on August 8, 2000.
ITEM 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. 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; and
(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.
<PAGE> 5
provided, however, that paragraphs (a)(i) and (a)(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 by the Registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) 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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the 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 herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing 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 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 and will be governed by
the final adjudication of such issue.
3.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 Sunnyvale, State of California, on September 7, 2000.
REPEATER TECHNOLOGIES, INC.
By: /s/ KENNETH L. KENITZER
---------------------------------------
Kenneth L. Kenitzer
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth L. Kenitzer and Timothy A.
Marcotte, and each or any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
4.
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ KENNETH L. KENITZER President and Chief Executive September 7, 2000
--------------------------------------------- Officer and Director
Kenneth L. Kenitzer (Principal Executive Officer)
/s/ TIMOTHY A. MARCOTTE Vice President and Chief September 7, 2000
--------------------------------------------- Financial Officer (Principal
Timothy A. Marcotte Financial and Accounting
Officer)
/s/ JOHN BOSCH Director September 7, 2000
--------------------------------------------
John Bosch
/s/ CHRIS L. BRANSCUM Director September 7, 2000
--------------------------------------------
Chris L. Branscum
/s/ BANDEL CARANO Director September 7, 2000
--------------------------------------------
Bandel Carano
/s/ RICHARD G. GREY Director September 7, 2000
--------------------------------------------
Richard G. Grey
/s/ PERRY LAFORGE Director September 7, 2000
--------------------------------------------
Perry LaForge
/s/ ALESSANDRO PIOL Director September 7, 2000
--------------------------------------------
Alessandro Piol
</TABLE>
5.
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of the
Registrant
4.2* Bylaws of the Registrant
4.3* Specimen Common Stock Certificate
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
99.1* 1990 Incentive Stock Plan and forms of offering documents
99.2* Key Executives Stock Option Plan and forms of offering documents
99.3* 2000 Equity Incentive Plan and forms of offering documents
99.4* 2000 Employee Stock Purchase Plan and form of offering document
</TABLE>
* Documents incorporated by reference to the Company's Registration Statement
on Form S-1, as amended (No. 333-31266), declared effective by the
Commission on August 8, 2000.
6.
