<PAGE>
As filed with the Securities and Exchange Commission on December 21, 1999
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
--------------------------
SOMERA COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 77-0521878
----------------------------- ------------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
5383 Hollister Avenue
Santa Barbara, California 93111
(Address of Principal Executive Offices)
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1999 STOCK OPTION PLAN
1999 DIRECTOR OPTION PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
--------------------------
Dan Firestone
Chief Executive Officer
Somera Communications, Inc.
5383 Hollister Avenue
Santa Barbara, California 93111
(Name and address of agent for service)
(805) 681-3322
(Telephone number, including area code, of agent for service)
--------------------------
Copy to:
Jeffrey D. Saper
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 Page Mill Road
Palo Alto, California 94304
Telephone: (650) 493-9300
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Amount Proposed Maximum Proposed Maximum
Title Securities to to be Offering Price Aggregate Offering Amount of
be Registered Registered Per Share (1) Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock to be issued under the 3,093,343 $ 9.67( 1) $29,912,627 $ 7,897.00
1999 Stock Option Plan 3,656,657 13.88 (2) 50,754,400 13,400.00
------------------------------------------------------------------------------------------------------------------
Common Stock to be issued under the 300,000 $13.88 $ 4,164,000 $ 1,100.00
1999 Director Option Plan
Common Stock to be issued under the 300,000 $11.80 (3) $ 3,540,000 $ 935.00
1999 Employee Stock Purchase Plan
- -------------------------------------------------------------------------------------------------------------------
TOTAL: 7,350,000 $90,453,027 $23,881.00
===================================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, based on the weighted average price of
the outstanding options as of December 15, 1999.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, based on the average of the high and low
prices per share of the Common Stock as reported on The Nasdaq National
Market on December 15,1999.
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, based on 85% of the average of the high
and low prices per share of the Common Stock as reported on The Nasdaq
National Market on December 15, 1999.
================================================================================
<PAGE>
SOMERA COMMUNICATIONS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:
1. The Company's Registration Statement on Form S-1 (File No. 333-86927)
as amended (the "Registration Statement"), filed pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), relating to the Company's initial
public offering of its Common Stock.
2. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 000-27843) filed pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act on or after the date of this Registration
Statement and 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 in this
Registration Statement and to be part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law
provides that directors of a company will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except for liability
(i) for any breach of their duty of loyalty to the company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law, (iii) for unlawful payments or dividends
or unlawful stock repurchases or redemptions as provided Section 174 of Delaware
General Corporation Law or (iv) for transactions from which the director derived
an improper personal benefit.
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The Company's Bylaws provide that the Company shall indemnify its officers
and directors and may indemnify its employees and other agents to the fullest
extent provided by Delaware law, including those circumstances where
indemnification would otherwise be discretionary under Delaware law. The
Company believes that indemnification under its Bylaws covers at least
negligence on the part of indemnified parties. The Bylaws authorize the use of
indemnification agreements and the Company has entered into such agreements with
each of its directors and officers.
The Company carries officer and director liability insurance with respect
to certain matters, including matters arising under the Securities Act.
Delaware law does not permit a corporation to eliminate a director's duty
of care, and the provisions of the Company's Certificate of Incorporation have
no effect on the availability of equitable remedies such as injunction or
rescission, based upon a director's breach of the duty of care. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to foregoing provisions and agreements, the Company has been informed
that in the opinion of the staff of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit Description
Number
- ------------ ----------------------------------------------------------------
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
10.2* 1999 Stock Option Plan and form of agreements thereunder
10.3* 1999 Employee Stock Purchase Plan
10.4* 1999 Director Option Plan and form of agreements thereunder
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1)
24.1 Power of Attorney (see page II-5)
- --------------------
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 333-86927) filed with the Commission on September 10, 1999, as
amended.
Item 9. 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 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, as amended (the "Securities Act") each such post-
effective amendment shall be deemed to be a new
II-3
<PAGE>
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 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
Securities Exchange Act of 1934, as amended (the "Exchange Act") (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Santa Barbara, State of California, on December 21,
1999.
Somera Communications, Inc.
By: /s/ DANIEL A. FIRESTONE
-------------------------
Daniel A. Firestone, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel A. Firestone and Gary J. Owen,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitution or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on December 21, 1999 by the following persons in the
capacities indicated.
<TABLE>
<CAPTION>
Signature Title
- --------------------------------------- ---------------------------------------------------------------------
<S> <C>
/s/ DANIEL A. FIRESTONE President, Chief Executive Officer and Chairman of the Board
- --------------------------------------- (Principal Executive Officer)
Daniel A. Firestone
/s/ GARY J. OWEN Chief Financial Officer (Principal Financial and Accounting Officer)
- ---------------------------------------
Gary J. Owen
/s/ GIL VARON Director
- ---------------------------------------
Gil Varon
/s/ WALTER G. KORTSCHAK Director
- ---------------------------------------
Walter G. Kortschak
/s/ PETER Y. CHUNG Director
- ---------------------------------------
Peter Y. Chung
/s/ BARRY PHELPS Director
- ---------------------------------------
Barry Phelps
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
----------- ----------------------------------------------------------------
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
10.2* 1999 Stock Option Plan and form of agreements thereunder
10.3* 1999 Employee Stock Purchase Plan
10.4* 1999 Director Option Plan and form of agreements thereunder
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1)
24.1 Power of Attorney (see page II-5)
- --------------------
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 333-86927) filed with the Commission on September 10, 1999, as
amended.
<PAGE>
EXHIBIT 5.1
December 21,1999
Somera Communications, Inc.
5383 Hollister Avenue
Santa Barbara, California 93111
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about December 21, 1999 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 6,750,000 shares of your
Common Stock issuable under your 1999 Stock Option Plan, 300,000 shares of your
Common Stock issuable under your 1999 Director Option Plan, and 300,000 shares
of your Common Stock issuable under your 1999 Employee Stock Purchase Plan.
Such shares of Common Stock are referred to herein as the "Shares" and the 1999
Stock Option Plan, the 1999 Director Option Plan and the 1999 Employee Stock
Purchase Plan are referred to herein as the "Plans." As your counsel in
connection with this transaction, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
issuance and sale of the Shares pursuant to the Plans.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken by you prior to the issuance of
the Shares pursuant to the Registration Statement and the Plans and upon
completion of the actions 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 will be legally and validly issued, fully-paid and non-
assessable.
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 and any amendments thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 9, 1999 except for note 10
which is as of October 19, 1999 relating to the financial statements of Somera
Communications, LLC, which appears in Somera Communications, Inc.'s
Registration Statement on Form S-1 (Registration Number 333-86927) which
became effective on November 12, 1999. We also consent to the incorporation by
reference of our report dated September 9, 1999 relating to the financial
statement schedule, which appears in such Registration Statement on Form S-1.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Jose, California
December 20, 1999
