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<S><C>
As filed with the Securities and Exchange Commission on February 20, 1996 Registration No. 33-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EIP MICROWAVE, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 95-2148645
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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3 Civic Plaza, Suite 265, Newport Beach, California 92660
(Address of Principal Executive Offices) (Zip Code)
EIP MICROWAVE, INC.
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
(Full title of the plan)
John F. Bishop
President, Treasurer, Secretary
EIP Microwave, Inc.
3 Civic Plaza, Suite 265
Newport Beach, CA 92660
(Name and address of agent for service)
(714) 720-1766
(Telephone number, including area code, of agent for service)
Copies of all communications to:
Michael E. Johnson, Esq.
Bainbridge Group, A Law Corporation
19000 MacArthur Boulevard, Suite 500
Irvine, California 92715
------------------------------------------
The number of sequentially numbered pages is 7
Exhibit Index on page 5
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Approximate date of commencement of the proposed sales pursuant to the plan:
From time to time after the effective date of the applicable Registration
Statement.
If any of the Securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.
/X/
---------------------------------
CALCULATION OF REGISTRATION FEE (1)
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Proposed Proposed
Title of securities Amount to be maximum maximum Amount of
to be registered registered offering price aggregate offering registration fee
per share price
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Common Stock 80,000 shares N/A (2) N/A (2) N/A (2)
($.01 par value) (2)(3)
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Common Stock 20,000 shares $3.875 (5) $77,500 (5) $100.00 (6)
($.01 par value) (3)(4)
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(1) This Registration Statement is filed pursuant to Paragraph E of the General
Instructions to Form S-8. Accordingly, the contents of the Form S-8
Registration Statement (File No. 33-90644) filed on March 27, 1995 (the
"Initial Registration Statement") by the Company with the Securities and
Exhange Commission (the "Commission") are incorporated by reference herein.
(2) Represents the 80,000 shares of Common Stock initially registered pursuant
to the Initial Registration Statement. The registration fee for such
shares was paid in connection with the filing of the Initial Registration
Statement.
(3) Represents the 20,000 shares of Common Stock to be initially registered
pursuant to this Form S-8 Registration Statement.
(4) As presently constituted, plus such indeterminate number of shares as may
become subject to the Amended and Restated 1994 Stock Option Plan as a
result of adjustment provisions set forth in the Plan and agreements
entered into pursuant thereto.
(5) Estimated solely for the purpose of computing the registration fee and
computed in accordance with Rule 457(h) at an offering price of $3.875 on
the basis of the average of the bid and asked prices of the Registrant's
Common Stock on February 13, 1996.
(6) The amount of the registration fee is calculated at 1/29th of 1 percent of
the maximum aggregate offering price, with a minimum fee of $100.00.
2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is filed pursuant to Paragraph E of the General
Instructions to Form S-8. Accordingly, the contents of the Form S-8
Registration Statement (File No. 33-90644) filed on March 27, 1995 (the "Initial
Registration Statement") by the Company with the Securities and Exhange
Commission (the "Commission") are incorporated by reference herein.
ITEM 8. EXHIBITS.
4(a) EIP Microwave, Inc. Amended and Restated 1994 Stock Option Plan,
previously filed as Exhibit 10(a) to the Company's Quarterly
Report on Form 10-QSB for the quarter ended December 31, 1995,
filed with the Commission on February 14, 1996 (File No. 0-5351),
which is incorporated herein by reference.
5 Opinion (and consent) of Bainbridge Group, a Law Corporation
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Bainbridge Group, a Law Corporation (set forth as part
of Exhibit 5 above).
24 Power of Attorney
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 Newport Beach, State of California, on this 16th day
of February, 1996.
EIP MICROWAVE, INC.
By: /s/ John F. Bishop
------------------------------------
John F. Bishop
President, Treasurer and Secretary
3
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints J. Bradford Bishop and John F. Bishop, and
each or either of them, his true and lawful attorneys-in-fact and agents, 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 such
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 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 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 substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed below by the following
persons in the capacities and on the date indicated.
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SIGNATURE CAPACITY DATE
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/s/ J. Bradford Bishop Chairman of the Board, Chief February 16, 1996
- ------------------------------ Executive Officer and Director
J. Bradford Bishop (Principal Executive Officer)
/s/ John J. Ardizzone Vice President Operations and February 16, 1996
- ------------------------------ Chief Financial Officer
John J. Ardizzone, Jr. (Principal Financial and
Accounting Officer)
/s/ John F. Bishop President, Treasurer, Secretary February 16, 1996
- ------------------------------ and Director
John F. Bishop
/s/ Michael E. Johnson Director February 16, 1996
- ------------------------------
Michael E. Johnson
/s/ Robert D. Johnson Director February 16, 1996
- ------------------------------
Robert D. Johnson
s/ J.S. Webb Director February 16, 1996
- ------------------------------
J. S. Webb
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4
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
- ------ ----------- ----
4(a) EIP Microwave, Inc. Amended and Restated 1994
Stock Option Plan, previously filed as Exhibit 10(a) to
the Company's Quarterly Report on Form 10-QSB for
the quarter ended December 31, 1995, filed with the
Commission on February 14, 1996 (File No. 0-5351),
which is incorporated herein by reference.
5 Opinion (and consent) of Bainbridge Group, A Law 6
Corporation
23(a) Consent of Price Waterhouse LLP 7
23(b) Consent of Bainbridge Group, A Law Corporation (set 6
forth as part of Exhibit 5 above)
24 Power of Attorney 4
5
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Exhibit 5 to
Registration Statement
on Form S-8
February 16, 1996
EIP Microwave, Inc.
3 Civic Plaza, Suite 265
Newport Beach, CA 92660
Re: Amended and Restated 1994 Stock Option Plan
-------------------------------------------
Gentlemen:
We have acted as counsel for EIP Microwave, Inc., a Delaware
corporation (the "Company"), in connection with the Company's Amended and
Restated 1994 Stock Option Plan (the "Plan"). We have examined such documents,
records and matters of law as we have deemed necessary for purposes of this
opinion, and based thereon we are of the opinion that the shares of the
Company's common stock, $.01 par value per share (the "Common Stock"), that may
be issued and sold pursuant to the Plan (and the authorized form of Stock Option
Agreements thereunder) will be, when issued and sold in accordance with such
Plan and Agreements, duly authorized, validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 to be filed by the Company on or about
February 20, 1996 to effect registration of the shares of Common Stock issued
and sold pursuant to the Plan under the Securities Act of 1933, as amended.
Very truly yours,
Bainbridge Group,
A Law Corporation
By: /s/ Michael E. Johnson
-------------------------------
Michael E. Johnson
6
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Exhibit 23(a) to
Registration Statement
on Form S-8
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 14, 1995, which appears on
page 19 of the 1995 Annual Report to Shareholders of EIP Microwave, Inc., which
is incorporated by reference in EIP Microwave, Inc.'s Annual Report on
Form 10-K for the year ended September 30, 1995.
/s/ Price Waterhouse LLP
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PRICE WATERHOUSE LLP
San Jose, California
Feburary 16, 1996
7
