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As filed with the Securities and Exchange Commission on September 6, 2000
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
__________________
AIRSPAN NETWORKS INC.
(Exact name of registrant as specified in its charter)
Washington 75-2743995
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Cambridge House, Oxford Road
Uxbridge, Middlesex UB8 1UN England
011 44 1895 467 100
(Address, including ZIP code, and telephone number, including area code,
of registrant's principal executive offices)
AIRSPAN NETWORKS INC.
1998 STOCK OPTION AND RESTRICTED STOCK PLAN
(Full title of plan)
PTSGE Corp.
701 Fifth Avenue, Suite 5000
Seattle, Washington 98104
(206) 623-7580
(Name, address, including ZIP code, and
telephone number, including area code,
of agent for service)
Copies to:
Christopher H. Cunningham
Preston Gates & Ellis LLP
701 Fifth Avenue, Suite 5000
Seattle, Washington 98104
(206) 623-7580
<TABLE>
<CAPTION>
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Maximum
Title of securities Amount to be Maximum offering aggregate offering Amount of
to be registered registered (1) price per unit (2) price (2) registration fee
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<S> <C> <C> <C> <C>
Common Stock, $0.0003
par value per share 4,000,000 shares $17.625 $70,500,000 $18,612
==========================================================================================================================
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
such plan as the result of any future stock split, stock dividend or
similar adjustment of the outstanding common stock of Airspan Networks Inc.
(the "Registrant").
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended,
based upon $17.625, the average of the high and low prices of the
Registrant's common stock reported on September 1, 2000, as reported on the
Nasdaq Stock Market.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's latest prospectus filed pursuant to Rule 424(b),
filed with the Securities and Exchange Commission on July 19, 2000, which
contains audited consolidated financial statements for the most recent fiscal
year for which such statements have been filed.
(b) The description of the Registrant's common stock, which is
contained in a registration statement filed on Form S-1/A, dated July 18, 2000,
registration number 333-34514.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold are deemed to be incorporated by reference into this
registration statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such 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.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Legal matters in connection with the securities registered hereby were
passed upon by Preston Gates & Ellis LLP, Seattle, Washington. An investment
fund within Preston Gates & Ellis LLP holds 1,000 shares of the Registrant's
common stock .
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 5.4 of the Registrant's Articles of Incorporation authorizes the
Registrant to indemnify any present or former director or officer to the fullest
extent not prohibited by the Washington Business Corporation Act ("WBCA") or
other applicable law now or hereafter in force. Chapter 23B.08.510 and .570 of
the WBCA authorizes a corporation to indemnify its directors, officers,
employees, or agents in terms sufficiently broad to permit such indemnification
under certain circumstances for liabilities (including provisions permitting
advances for expenses incurred) arising under the Securities Act.
In addition, the Registrant maintains directors' and officers' liability
insurance under which the Registrant's directors and officers are insured
against loss (as defined in the policy) as a result of claims brought against
them for their wrongful acts in such capacities.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
II-1
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Item 8. Exhibits
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<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
4.1 -- Airspan Networks Inc. 1998 Stock Option and Restricted Stock Plan
5.1 -- Opinion of Preston Gates & Ellis LLP
23.1 -- Consent of Preston Gates & Ellis LLP (see Exhibit 5.1)
23.2 -- Consent of Ernst & Young
</TABLE>
Item 9. Undertakings
------------
(a) The 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, 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 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 section 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 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 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 Act and will
be governed by the final adjudication of such issue.
II-2
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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 Uxbridge, United Kingdom, on this 29th day of August,
2000.
AIRSPAN NETWORKS INC.
By /s/ Joseph J. Caffarelli
------------------------
Joseph J. Caffarelli, Senior Vice President;
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Eric C. Stonestrom and Joseph J. Caffarelli, his or her
attorney-in-fact, for him or her in any and all capacities, to sign any
amendments to this registration statement, 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 said attorneys-in-
fact, or their substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on this 29th day of August, 2000.
/s/ Eric D. Stonestrom /s/ Matthew J. Desch
--------------------------------------- ----------------------------------
Eric D. Stonestrom Matthew J. Desch
President and Chief Executive Officer, Director
Director (Principal Executive Officer)
/s/ Joseph J. Caffarelli /s/ David A. Twyver
--------------------------------------- ----------------------------------
Joseph J. Caffarelli David A. Twyver
Senior Vice President and Chief Director
Financial Officer (Principal Financial and
Accounting Officer)
/s/ H. Berry Cash /s/ Ovid Santoro
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H. Berry Cash Ovid Santoro
Director Director
/s/ Thomas S. Huseby
--------------------------------------- __________________________________
Thomas S. Huseby Bandel L. Carano
Director Director
II-3
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INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
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Exhibit Description
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4.1 -- Airspan Networks Inc. 1998 Stock Option and Restricted Stock Plan
5.1 -- Opinion of Preston Gates & Ellis LLP
23.1 -- Consent of Preston Gates & Ellis LLP (see Exhibit 5.1)
23.2 -- Consent of Ernst & Young
