<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 1997
REGISTRATION NO. 33-90649
- --------------------------------------------------------------------------------
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)
Delaware 95-2148645
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 Civic Plaza, Suite 265, Newport Beach, California 92660
(Address of Principal Executive Offices) (Zip Code)
EIP MICROWAVE, INC.
SECOND AMENDED AND RESTATED 1994 STOCK OPTION PLAN
(Full title of the plan)
John F. Bishop
Vice Chairman, 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
18301 Von Karman Avenue, Suite 410
Irvine, California 92612
--------------------------------------
The number of sequentially numbered pages is 8
Exhibit Index on page 6
<PAGE>
CALCULATION OF REGISTRATION FEE (1)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 80,000 shares (2)(5) N/A (2) N/A (2) N/A (2)
($.01 par value)
- ------------------------------------------------------------------------------------------------------------
Common Stock 20,000 shares (3)(5) N/A (3) N/A (3) N/A (3)
($.01 par value)
- ------------------------------------------------------------------------------------------------------------
Common Stock 100,000 shares (4)(5) $2.375 (6) $237,500 (6) $72 (7)
($.01 par value)
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(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"), and the contents of the Form S-8
Registration Statement (File No. 33-90644) filed on February 20, 1996 (the
"First Supplemental Registration Statement") by the Company with 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 initially registered pursuant
to the First Supplemental Registration Statement. The registration fee for
such shares was paid in connection with the filing of the First
Supplemental Registration Statement.
(4) Represents the 100,000 shares of Common Stock to be initially registered
pursuant to this Form S-8 Registration Statement.
(5) As presently constituted, plus such indeterminate number of shares as may
become subject to the Second Amended and Restated 1994 Stock Option Plan as
a result of adjustment provisions set forth in the Plan and agreements
entered into pursuant thereto.
(6) Estimated solely for the purpose of computing the registration fee and
computed in accordance with Rule 457(h) at an offering price of $2.375 on
the basis of the average of the bid and asked prices of the Registrant's
Common Stock on March 20, 1997.
(7) The amount of the registration fee is calculated at 1/33 of 1 percent of
the maximum aggregate offering price.
2
<PAGE>
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"), and the contents of the Form S-8 Registration
Statement (File No. 33-90644) filed on February 20, 1996 (the "First
Supplemental Registration Statement") by the Company with the Commission, are
incorporated by reference herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Bainbridge Group, A Law Corporation ("Bainbridge Group") provides ongoing legal
services for the Company and has given the opinion attached as Exhibit 5 hereto.
Michael E. Johnson serves as a member of the Board of Directors of the Company
and is President of Bainbridge Group.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("Section 145") requires a
corporation to provide indemnification to its directors, officers, employees or
other agents under certain circumstances and permits a corporation to provide
indemnification in other circumstances upon determination that indemnification
of the agent is proper under the circumstances because the agent has met the
applicable standard of conduct.
Article Ninth of the Company's Certificate of Incorporation eliminates, to the
fullest extent permitted by law, the personal liability of directors for
monetary damages in certain instances for breach of a director's fiduciary duty
of care. Article IX of the Company's Bylaws provides that (i) each director,
officer and employee of the Company shall be indemnified by the Company to the
fullest extent authorized by Delaware law subject to certain limitations, (ii)
each indemnitee is entitled to be paid by the Company for its expenses in
defending preceedings in advance of final determination, (iii) the right of
indemnification provided therein shall not be exclusive, (iv) the Company is
authorized to enter into contracts with any director, officer, employee or agent
of the Company which provide for indemnification equivalent to or greater than
provided in Article IX, and (v) the Company is required to maintain insurance to
the extent reasonably available to protect itself and any such director,
officer, employee or agent.
Consistent with Article IX of the Company's Bylaws, the Company has entered into
individual Indemnification Agreements with its directors and officers. The
Indemnification Agreements, among other things, provide mandatory
indemnification protection in excess of that permitted by Section 145. The
Indemnification Agreements provide certain procedures relating to
indemnification and advancement of expenses.
3
<PAGE>
In addition, the Company currently carries limited insurance coverage for its
directors and officers. The Indemnification Agreements provide protections
beyond those currently available from the Company's existing director's and
officer's liability insurance.
ITEM 8. EXHIBITS.
4(a) EIP Microwave, Inc. Second Amended and Restated 1994 Stock Option
Plan, previously filed as Exhibit 10(n) to the Company's Annual
Report on Form 10-KSB for the year ended September 30, 1996,
filed with the Commission on December 30, 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 19th day
of February, 1997.
EIP MICROWAVE, INC.
By: /s/ J. Bradford Bishop
---------------------------------------
J. Bradford Bishop
Chairman of the Board, Chief Executive
Officer and Director
4
<PAGE>
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.
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ J. Bradford Bishop Chairman of the Board, Chief February 19, 1997
------------------------ Executive Officer and Director
J. Bradford Bishop (Principal Executive Officer)
/s/ John F. Bishop Vice Chairman, Treasurer, February 19, 1997
------------------------ Secretary and Director
John F. Bishop (Principal Financial Officer)
/s/ Michael E. Johnson Director February 19, 1997
------------------------
Michael E. Johnson
/s/ Robert D. Johnson Director February 19, 1997
------------------------
Robert D. Johnson
/s/ J. Sidney Webb Director February 19, 1997
------------------------
J. Sidney Webb
/s/ Lewis R. Foster President and Chief Operating February 19, 1997
------------------------ Officer
Lewis R. Foster
/s/ E.O. Bince Controller (Principal February 19, 1997
------------------------ Accounting Officer)
E.O. Bince
5
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
------ ----------- ----
4(a) EIP Microwave, Inc. Second Amended and Restated 1994
Stock Option Plan, previously filed as Exhibit 10(n)
to the Company's Annual Report on Form 10-KSB for
the year ended September 30, 1996 filed with the
Commission on December 30, 1996 (File No. 0-5351),
which is incorporated herein by reference.
5 Opinion (and consent) of Bainbridge Group, A Law 7
Corporation
23(a) Consent of Price Waterhouse LLP 8
23(b) Consent of Bainbridge Group, A Law Corporation (set 7
forth as part of Exhibit 5 above)
24 Power of Attorney 5
6
<PAGE>
Exhibit 5 to
Registration Statement
on Form S-8
March 20, 1997
EIP Microwave, Inc.
3 Civic Plaza, Suite 265
Newport Beach, CA 92660
Re: Second 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 Second 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.
We 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
March 24, 1997 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
7
<PAGE>
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 December 23, 1996, which appears on
page 22 of EIP Microwave, Inc.'s Annual Report on Form 10-KSB for the year ended
September 30, 1996.
/s/ PRICE WATERHOUSE LLP
- -------------------------
PRICE WATERHOUSE LLP
San Jose, California
March 20, 1997
