<PAGE>
As filed with the Securities and Exchange Commission on August 21, 2000.
Registration No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MICROWAVE TRANSMISSION SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
TEXAS 75-2197372
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
541 STERLING DRIVE
RICHARDSON, TEXAS 75081
(Address of Principal Executive Offices) (Zip Code)
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MICROWAVE TRANSMISSION SYSTEMS, INC. 2000 STOCK BONUS PLAN
(Full title of the plan)
-------------------------------
<TABLE>
<S> <C>
Preston David Spurlin Copy to:
Chief Executive Officer and President Matthew O. Haltom
Microwave Transmission Systems, Inc. Secore & Waller, L.L.P.
541 Sterling Drive 2290 One Galleria Tower
Richardson, Texas 75081 13355 Noel Road
(972) 669-0591 Dallas, Texas 75240-6657
(972) 776-0200
(Name, address and telephone number,
including area code, of agent for service)
</TABLE>
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Titles of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee
Share (2) Price (2)
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<S> <C> <C> <C> <C>
Common Stock, 100,000 Shares $.75 $75,000 $19.80
$.001 par value
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</TABLE>
(1) The securities to be registered represent shares of Common Stock
issued or reserved for issuance under the Employee Stock Bonus Plan (the
"Plan"). Pursuant to Rule 416, shares of Common Stock of the Company issuable
pursuant to awards to be granted under the Plan are hereby registered in order
to prevent dilution resulting from any future stock split, stock dividend or
similar transaction are also being registered hereunder.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon price of $.75 per share, which was
calculated on the basis of the average of the high and low price per share of
Common Stock on the Nasdaq Stock Markets OTC Bulletin Board on August 21, 2000
($.75), in accordance with Rule 457(c).
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8. Such documents
need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in the registration statement pursuant to Item 3 of Part II
of this form, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Microwave Transmission Systems, Inc. (the "Registrant" or the
"Company") hereby incorporates by reference in this Registration Statement the
following documents previously filed or to be filed with the Securities and
Exchange Commission (the "Commission"):
(1) The Company's effective Registration Statement on Form 10-SB/A
as filed with the Commission under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), on May 23, 2000,
including the description of the Company's common stock, par
value $.001, filed therewith, as well as any amendment or
report filed for the purpose of updating such description;
(2) The Company's Quarterly Report on Form 10-Q filed with the
Commission on August 14, 2000, for the quarter ended June 30,
2000;
(3) All reports and other 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 shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of
such documents until such time as there shall have been filed
a post-effective amendment that indicates that all securities
offered under the Registration Statement have been sold or
that deregisters all securities remaining unsold at the time
of such amendment; and
(4) Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that the statement
contained herein or in any subsequently filed document that
also is or is deemed to be incorporated by reference herein,
or in any document forming any part of the Section 10(a)
Prospectus to be delivered to participants in connection with,
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.
2
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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 has the authority under Articles 2.02a(16) and 2.02-1 of
the Texas Business Corporation Act to indemnify its Company's Directors and
Officers to the extent provided for in such statute. The Texas Business
Corporation Act provides, in part, that a corporation may indemnify a director
or officer or other person who was, is or is threatened to be made a named
defendant or respondent in a proceeding because such person is or was a
director, officer, employee or agent of the corporation, if it is determined
that such person:
- conducted himself in good faith;
- reasonably believed, in the case of conduct in his official capacity as
a director or officer of the corporation, that his conduct was in the
corporation's best interest and, in all other cases, that his conduct was
at least not opposed to the corporation's best interests; and
- in the case of any criminal proceeding, had no reasonable cause to
believe that his conduct was unlawful.
A corporation may indemnify a person under the Texas Business
Corporation Act against judgments, penalties, including exercise and similar
taxes, fines, settlement, unreasonable expenses actually incurred by the
person in connection with the proceeding. If the person is found liable to the
corporation or is found liable on the basis that personal benefit was
improperly received by the person, the indemnification is limited to
reasonable expenses actually incurred by the person in connection with the
proceeding, and shall not be made in respect of any proceeding in which the
person shall have been found liable for willful or intentional misconduct in
the performance of his duty to the corporation. The corporation may also pay
or reimburse expenses incurred by a person in connection with his appearance
as a witness or other participation in a proceeding at a time when he is not a
named defendant or respondent in the proceeding.
The Company's Articles of Incorporation provide that none of its
Directors shall be personally liable to it or its shareholders for monetary
damages for an act or omission in such Director's capacity as a Director;
PROVIDED, HOWEVER, that the liability of such Director is not limited to the
extent that such Director is found liable for (a) a breach of the Director's
duty of loyalty to it or its shareholders, (b) an act or omission not in good
faith that constitutes a breach of duty of the Director to us or an act or
omission that involves intentional misconduct or a knowing violation of the
law, (c) 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 (d) an act or omission for which the liability of
the Director is expressly provided under Texas law. Limitations on liability
provided for in the Company's Articles of Incorporation do not restrict the
availability of non-monetary remedies and do not affect a Director's
responsibility under any other law, such as the federal securities laws or
state or federal environmental laws.
The Company believes that these provisions will assist it in
attracting and retaining qualified individuals to serve as executive officers
and directors. The inclusion of these provisions in the Company's Articles of
Incorporation may have the effect of reducing a likelihood of derivative
litigation against its Directors and may discourage or deter shareholders or
management from bringing a lawsuit against Directors for breach of their duty
of care, even though such an action, if successful, might otherwise have
benefitted it or its shareholders.
The Company has directors' and officers' liability insurance policies
to cover certain liabilities of directors and officers arising out of claims
based on certain acts or omissions by them in their capacity as directors or
officers, with policy limits on such insurance of $1,000,000.
3
<PAGE>
The Company's Bylaws provide that its Officers and Directors shall be
indemnified and held harmless by the Company from and against any judgments,
penalties (including excise taxes), fines, amounts paid in settlement and
reasonable expenses (including court costs and attorneys' fees) actually
incurred by such persons in connection with all threatened, pending or
completed actions, claims, suits or proceedings; PROVIDED, HOWEVER, that it
must be determined that such Officer or Director acted in good faith and
reasonably believed (1) that in the case of conduct in his official capacity
on behalf of the Company that his conduct was in the Company's best interest,
(2) in all other cases that his conduct was not opposed to the Company's best
interests, and (3) with respect to any proceeding which is a criminal action,
that he had no reasonable cause to believe that his conduct was unlawful.
However, in the event a determination is made that an Officer or Director is
liable to the Company or is found liable on the basis that personal benefit
was improperly received by such person, such indemnification is limited to
reasonable expenses actually incurred by such person in connection with the
proceeding and shall not be made in respect of any proceeding in which such
person shall have been found liable for willful or intentional misconduct in
the performance of his duty to the Company. Any indemnification under the
Company's Bylaws shall be made by the Company only upon a determination that
indemnification of such person is proper, such determination to be made by a
majority vote of a quorum consisting of Directors who at the time of the vote
are not named defendants or respondents in such proceeding, or in the
alternative by special legal counsel and/or the shareholders of the
corporation, as described in the Company's Bylaws.
The above discussion of the Texas Business Corporation Act, the
Company's Articles of Incorporation, and the Company's Bylaws is not intended
to be exhaustive and is qualified in its entirety by such statutes, the
Company's Articles of Incorporation and the Company's Bylaws, respectively.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
(a) Exhibits.
Exhibit Description
-------------------
<TABLE>
<S> <C>
4.1 Microwave Transmission Systems, Inc. 2000 Stock Bonus Plan (filed
herewith).
5.1 Opinion of Secore & Waller, L.L.P. regarding legality of securities
being registered (filed herewith).
23.1 Consent of Secore & Waller, L.L.P. (included in their opinion filed as
Exhibit 5.1) (filed herewith).
23.2 Consent of King Griffin & Adamson P.C. (filed herewith).
24.1 Power of Attorney (included on the signature page of this Registration
Statement).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) RULE 415 OFFERING. 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, as amended (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, represents a fundamental change in the information set forth
in the 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; provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and 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 of
Section 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are incorporated by reference in the registration
statement.
4
<PAGE>
(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; and
(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) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. 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 therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) FILING OF REGISTRATION STATEMENT ON FORM S-8. 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 of
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.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
5
<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 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 Richardson, State of Texas, on
August 21, 2000:
MICROWAVE TRANSMISSION SYSTEMS, INC.
By: /s/ Preston David Spurlin
Preston David Spurlin
CHIEF EXECUTIVE OFFICER AND PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person and in the
capacity indicated on August 21, 2000:
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Preston David Spurlin Chief Executive Officer, President and Sole Director
Preston David Spurlin (PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER)
</TABLE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints PRESTON DAVID SPURLIN, 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 or all 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
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he might or could do in
person, hereby ratifying and confirming that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person and in the
capacity indicated on August 21, 2000.
Signature
/s/ Preston David Spurlin
Preston David Spurlin
Chief Executive Officer, President and Sole Director
(PRINCIPAL EXECUTIVE OFFICER)
6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
--------------------
<S> <C>
4.1 Microwave Transmission Systems, Inc. 2000 Stock Bonus Plan (filed
herewith).
5.1 Opinion of Secore & Waller, L.L.P. regarding legality of securities
being registered (filed herewith).
23.1 Consent of Secore & Waller, L.L.P. (included in their opinion filed as
Exhibit 5.1) (filed herewith).
23.2 Consent of King Griffin & Adamson P.C. (filed herewith).
24.1 Power of Attorney (included on the signature page of this Registration
Statement).
</TABLE>
7
