<PAGE>
As filed with the Securities and Exchange Commission on March 20, 2000
Registration No. 33-_________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
Registration Statement
Under the Securities Act of 1933
------------------
AM COMMUNICATIONS, INC.
(Exact name of issuer as specified in its charter)
Delaware 22-1922958
(State of incorporation) (I.R.S. Employer Identification No.)
100 Commerce Drive, Quakertown, Pennsylvania 18951-2237
(Address and Zip Code of Principal Executive Offices)
----------------------------
AM COMMUNICATIONS, INC. 1991 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
----------------------------
Keith D. Schneck, President
AM Communications, Inc.
100 Commerce Drive
Quakertown, Pennsylvania 18951-2237
(215) 538-8700
(Name, address and telephone number of agent for service)
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
Securities offering aggregate Amount of
to be Amount to be price per offering Registration
Registered Registered(1) share(2) price Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
Par value $.10 2,000,000 shares $2.25 $4,500,000.00 $1,188.00
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement includes such
additional shares of Common Stock as may be issuable by virtue of the
anti-dilution provisions of the 1991 Incentive Stock Option Plan.
(2) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee. The price is based upon the average of the bid and asked
price of the Common Stock on March 16, 2000.
Approximate date of commencement of proposed sale to public: As soon as
practicable after the Registration Statement becomes effective. These securities
are being registered pursuant to Rule 415.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.(1)
Item 2. Registrant Information and Employee Plan Annual Information.(1)
- ---------------------
(1) 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, and the Note to Part
I of Form S-8.
R-2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by AM Communications, Inc. (the
"Company") with the Securities and Exchange Commission (file no. 0-9856) are
incorporated by reference in this Registration Statement and made a part hereof:
a. Annual Report on Form 10-KSB for the fiscal year ended April 3, 1999;
b. Quarterly Report on Form 10-QSB for the fiscal quarter ended July 3,
1999;
c. Quarterly Report on Form 10-QSB for the fiscal quarter ended October
2, 1999;
d. Quarterly Report on Form 10-QSB for the fiscal quarter ended January
1, 2000; and
e. The description of the Company's Common Stock contained in the
Company's definitive proxy materials (Schedule 14A) filed with the
Securities and Exchange Commission on February 7, 2000.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date hereof and prior to the filing of a
post-effective amendment to the Registration Statement relating to the Common
Stock offered hereby, which indicates that all such Common Stock has been sold
or which deregisters all such Common Stock then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part thereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
in this document which also is or is deemed to be incorporated by reference in
this Registration Statement, modifies, supersedes, or replaces 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.
R-3
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law, the Company
must indemnify each of its directors and officers against his expenses (that is,
reasonable costs, disbursements and counsel fees) in connection with any
proceeding involving such person by reason of his having been an officer,
director, employee or agent of the Company, or who is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, to the
extent he is successful on the merits. Moreover, under such statutory provision
the Company has the corporate power to indemnify its officers and directors
against expenses and (in the case of proceedings other than those by or in the
right of the Company) liabilities incurred in such a proceeding, provided (i)
the officer or director has acted in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the Company and (ii)
with respect to any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful. In the case of a proceeding by or in the right of the
Company, however, such indemnification is not permitted if the individual is
adjudged to be liable to the Company, unless a court determines that he is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
The determination of whether indemnification is proper under the
circumstances, unless made by a court, is determined by a majority of the
disinterested members of the Board of Directors or committee thereof, by
independent legal counsel if a quorum of the disinterested members of the Board
of Directors or committee thereof is not available or if the disinterested
members of the Board of Directors or a committee thereof so direct, or by the
stockholders.
The Company's Bylaws require the Company to indemnify each director and
officer if Section 145 of the Delaware General Corporation Law permits the
Company to do so.
The Company has obtained a directors' and officers' liability insurance
policy, which affords officers and directors insurance coverage for losses
arising from claims based on breaches of duty, negligence, error and other
wrongful acts.
R-4
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following Exhibits are filed with this Registration Statement or, as
indicated, incorporated by reference:
Exhibit No. Description
----------- -----------
4 AM Communications, Inc. 1991 Incentive
Stock Option Plan, as amended to the
date hereof
5 Opinion of Archer & Greiner, P.C. as to
legality of securities to be registered
23.1 Consent of Archer & Greiner, P.C.,
included in their opinion as Exhibit 5
23.2 Consent of KPMG LLP
24 Power of Attorney (contained on
signature page)
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:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
R-5
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if 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 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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) 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 Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
[INTENTIONALLY LEFT BLANK]
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Quakertown, and the Commonwealth of
Pennsylvania, on this 20th day of March, 2000.
AM COMMUNICATIONS, INC.
By: /s/ Keith D. Schneck
--------------------------------------------
Keith D. Schneck, President, Chief Executive
Officer & Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Each person whose signature to this Registration Statement appears
below hereby appoints Keith D. Schneck as his attorney-in-fact to sign in his
behalf individually and in the capacity stated below and to file all amendments
and post-effective amendments to this Registration Statement, and any and all
instruments or documents filed as part of or in connection with this
Registration Statement or the amendments thereto, and such attorney-in-fact may
make such changes and additions to this Registration Statement as he may deem
necessary or appropriate.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Javad K. Hassan Chairman of the Board March 20, 2000
- ----------------------------------------- & Director
Javad K. Hassan
/s/ Keith D. Schneck President, CEO, CFO & Director March 20, 2000
- ---------------------------------------- (Principal executive, financial
Keith D. Schneck and accounting officer)
/s/ R. Barry Borden Director March 20, 2000
- -----------------------------------------
R. Barry Borden
/s/ Alvin Hoffman Director March 20, 2000
- -----------------------------------------
Alvin Hoffman
Director March 20, 2000
- ----------------------------------------
Lemuel A. Tarshis
</TABLE>
R-7
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4 AM Communications, Inc. 1991 Incentive
Stock Option Plan, as amended to the date
hereof
5 Opinion of Archer & Greiner, P.C.
as to legality of securities to be registered
23.2 Consent of KPMG LLP
R-8
<PAGE>
AM COMMUNICATIONS, INC.
1991 INCENTIVE STOCK OPTION PLAN
<PAGE>
I. PLAN SUMMARY
The Incentive Stock Option Plan (hereinafter called the "Plan")
provides that an aggregate of six million (6,000,000) shares of Common Stock may
be optioned to officers, directors, and other employees. The Plan provides for
establishing a Committee and authority for said Committee to select the
employee(s) to whom stock will be granted. The Plan provides that the Committee
may establish the purchase price of the stock at the time each option is
granted. The Plan terminates ten (10) years from its effective date. All options
to be granted are non- transferable. The Company is to receive no cash
consideration for granting options under the Plan. However, when an option is
exercised, the employee is required to pay the option price, in cash, with
check, interest-bearing promissory note(s), share(s) of the Company's Common
Stock or in any combination of the above, in the amount equal to the full option
price of the number of shares of stock to be issued on exercise of any given
option.
II. PLAN TEXT
A. PURPOSE OF THE PLAN
This Plan for AM COMMUNICATIONS, INC. or a subsidiary corporation of AM
COMMUNICATIONS, INC., if applicable, (hereinafter called the "Company") is
intended to advance the interests of the Company by providing officers,
directors, executives, and supervisory personnel, as well as other employees
of the Company (hereinafter called the "Employee") with additional incentive for
the Employee to: (a) promote the success of the Company; (b) increase the
Employee proprietary interest in the success of the Company; and (c) encourage
the Employee to remain in the Company's employ. The term "Subsidiary
Corporation" shall, for the purposes of the Plan be defined in the same manner
as such term is defined in Section 425(f) of the Internal Revenue Code. These
objectives will be accomplished through the granting of certain stock options.
It is intended that Incentive Stock Options (hereinafter called "ISO's") issued
under the Plan and designated by the Committee, under Section II.C.b.
herein-after, qualify as Incentive Stock Options under Section 401(a) of the
Internal Revenue Code of 1986.
B. ADMINISTRATION OF THE PLAN
The Board of Directors (hereinafter called the "Board") shall appoint a
Compensation Committee (hereinafter called the "Committee") which shall consist
of two (2) or more duly elected members of the Board, who shall be
non-participants in the Plan. Subject to the provisions of the Plan, the
Committee shall have plenary authority, in its discretion to: (a) determine the
Employee to whom ISO's shall be granted; (b) determine the time or times at
which ISO's shall be granted; (c) determine (subject to Section II.G. herein)
the time or times when each ISO shall become exercisable and the duration of the
exercise period; and (d) interpret, prescribe, amend, and rescind rules and
regulations relating to the Plan. The Board may from time to time appoint or
abrogate members of the Committee in substitution for or in addition to members
previously appointed. The Committee shall hold its meetings at such times and
places as it shall deem advisable. All action of the Committee shall be taken by
unanimous vote of the members. Any action may be taken by a written instrument
signed by all the members and action so taken shall be fully as effective as if
it had been taken by a unanimous vote of the members at a meeting duly called
and held. The Committee may appoint a secretary to keep minutes of its meetings
and shall make such rules and regulations for the conduct of its business as it
shall deem advisable.
2
<PAGE>
C. ELIGIBILITY AND LIMITATIONS ON OPTIONS GRANTED UNDER THE PLAN
(a) ISO's will be granted only to Employees and eligible Directors
of the Company.
(b) At the time of the grant of each option under the Plan, the
Committee shall determine the number of shares of stock, the purchase price, and
vesting rights for such shares.
(c) In any calendar year, the aggregate fair market value of the
shares (as determined at the time the option is granted) for which the option is
exercisable for the first time by any employee cannot exceed the sum of
$100,000.
(d) ISO's may not be granted to any employee who at the time such
an option is granted owns more than ten (10) percent of the total combined
voting power of all classes of stock of the Company unless; (i) the purchase
price of such shares of Common Stock issuable upon exercise of each option is
not less than 110 percent of the fair market value of such shares on the date
such option is granted, and (ii) such option is not exercisable after the
expiration of five (5) years from the date such option is granted.
D. SHARES OF STOCK SUBJECT TO THE PLAN
There will be reserved for use upon the exercise of ISO's to be
granted from time to time under the Plan (subject to the provisions of Section
II.O.) an aggregate of two million (2,000,000) shares of the Common Stock of the
Company, which shares may be in whole or in part, as the Board shall from time
to time determine, authorized but unissued shares of the Common Stock or issued
shares of the Common Stock which shall have been reacquired by the Company. Any
shares subject to an ISO under the Plan, which ISO for any reason expires or is
terminated unexercised as to such shares, may be subjected to an ISO under the
Plan.
E. EFFECTIVE DATE OF PLAN
The Plan is effective December 10, 1991, the date of its approval
by the vote of the holders of a majority of the outstanding shares of the
Company's Common Stock.
F. OPTION PRICE
The purchase price under each ISO issued shall be at the price set
for such shares by the Board at the time the ISO is granted which shall not be
less than 100% of the fair market value for such shares on the date the option
is granted.
G. PERIOD OF OPTION AND CERTAIN LIMITATIONS ON RIGHT TO EXERCISE
(a) All ISO's issued under the Plan shall be for such period as
the Committee shall determine, but for not more than ten (10) years from the
date of grant thereof.
(b) The period of the ISO, once it is granted, may be reduced only
as provided for in Section II.J. in connection with the termination of
employment or death of the Employee or in Section II.G.c. in the case of less
than satisfactory performance.
3
<PAGE>
(c) Each ISO granted under this Plan shall become exercisable only
to the extent as is determined by the Committee at the time the ISO is granted.
Notwithstanding the foregoing, the Committee may, in its sole discretion; (i)
prescribe longer time periods and additional requirements with respect to the
exercise of an ISO, and (ii) terminate in whole or in part such portion of any
ISO as has not yet become exercisable at the time of termination if it
determines that the Employee is not performing satisfactorily the duties to
which he was assigned on the date the ISO was granted or duties of at least
equal responsibility. No ISO may be exercised unless the Employee is, at the
time of such exercise, in the employ of the Company and shall have been
continuously so employed since the grant of his ISO. Absence or leave approved
by the management of the Company shall not be considered an interruption of
employment for any purpose under the Plan.
(d) No ISO under the Plan may be exercised while there is
outstanding in the hands of the Employee any ISO (whether granted under the Plan
or other stock option plan established by the Company) which was granted before
the granting of the ISO hereunder sought to be exercised. For purposes of this
Section II.G.d., any ISO shall be treated as outstanding until such ISO is
exercised in full or expires by reason of lapse of time.
(e) The exercise of any ISO shall also be contingent upon receipt
by the Company of cash, interest-bearing promissory note or check to its order,
shares of the Company's Common Stock, or any combination of the foregoing in an
amount equal to the full ISO price of the shares being purchased. For purposes
of this paragraph, shares of the Company's Common Stock that are delivered in
payment of the ISO prices shall be valued at the option price of such shares.
However, in order to facilitate the accumulation of funds to enable Employees to
exercise their ISO's, they will have the right, if they so elect, to direct the
Company to withhold from their compensation regular amounts to be applied toward
the exercise of the ISO. Funds credited to the ISO accounts will be under the
control of the Company until applied to the payment of the ISO price at the
direction of the Employee or returned to the Employee in the event the amount is
not used for purchase of shares under the ISO, and all funds received or held by
the Company under the Plan may be used for any corporate purpose, and no
interest shall be payable to an Employee of any amounts so held. Such amounts
may be withdrawn by the Employee at any time, in whole or in part, for any
reason.
(f) No Employee or his legal representatives, legatees, or
distributees, as the case may be, will be, or will be deemed to be, a holder of
any share subject to an ISO unless and until certificates for such shares are
issued to him or them under the terms of the Plan. No adjust-ment shall be made
for dividends or other rights for which the record date is prior to the date
such stock certificate is issued.
(g) In no event may an ISO be exercised after the expiration of
its term.
H. DILUTION OR OTHER AGREEMENT
In the event that additional shares of Common Stock are issued
pursuant to a stock split or a stock dividend, the number of shares of Common
Stock then covered by each out- standing ISO granted hereunder shall be
increased proportionately with no increase in the total purchase price of the
shares then so covered, and the number of shares of Common Stock reserved for
the purpose of the Plan shall be increased by the same proportion. In the event
that the shares of Common Stock of the Company from time to time issued and
outstanding are reduced by a combination of shares, the number of shares of
Common Stock then covered by each outstanding ISO granted hereunder shall be
reduced proportionately with no reduction in the total price of the shares then
so covered, and the number of shares of Common Stock reserved for the purposes
of the Plan shall be reduced by the same proportion. In the event that the
4
<PAGE>
Company should transfer assets to another corporation and distribute the stock
of such other corporation without the surrender of Common Stock of the Company,
and if such distribution is not taxable as a dividend and no gain or loss is
recognized by reason of Section 355 of the Internal Revenue Code of 1986, or
some similar section, then the total purchase price of the shares covered by
each outstanding ISO shall be reduced by an amount which bears the same ratio to
the total purchase price then in effect as the market value of the stock
distributed in respect of a share of the Common Stock of the Company,
immediately following the distribution, bears to the aggregate of the market
value at such time of a share of the Common Stock of the Company and the stock
distributed in respect thereof. All such adjustments shall be made by the
Committee, whose determination upon the same shall be final and binding upon the
Employee. No fractional shares shall be issued, and any fractional shares
resulting from the computations pursuant to this Section II.H. shall be
eliminated from the respective ISO. No adjustment shall be made for cash
dividends or the issuance to stockholders of rights to subscribe for additional
Common Stock or other securities.
I. ASSIGNABILITY
Each ISO granted under the Plan shall be transferable only by will
or the laws of descent and distribution and shall be exercisable, during his
lifetime, only by the Employee to whom the ISO is granted. Except as permitted
by the preceding sentence, no ISO granted under the Plan or any of the rights
and privileges thereby conferred shall be transferred, assigned, pledged, or
hypothecated in any way (whether by operation of law or otherwise), and no such
option, right, or privilege shall be subject to execution, attachment, or
similar process. Upon any attempt so to transfer, assign, pledge, hypothecate,
or otherwise dispose of the ISO, or of any right or privilege conferred thereby,
contrary to the provisions hereof, or upon the levy of any attachment or similar
process upon such ISO, right or privilege, the ISO and such rights and
privileges shall immediately become null and void.
J. EFFECT OF TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY
(a) In the event of the termination of employment of an Employee
after the date of issuance of an ISO to him either by reason of; (i) a discharge
for cause or, (ii) voluntary separation on the part of the Employee and without
consent of his employing company or companies, any ISO or ISO's theretofore
granted to him under the Plan to the extent not theretofore exercised by him
shall forthwith terminate.
(b) In the event of the termination of employment of an Employee
by the Company, for whatever reason (otherwise than by reason of cause, death,
disability, or retirement of the Employee at his Retirement Date by the Company
employing the Employee at such time), any ISO or ISO's granted to him under the
Plan to the extent not theretofore exercised shall be deemed canceled and
terminated forthwith, except that, subject to the provisions of Section
II.J.a.ii., such Employee may exercise any options theretofore granted to him
which have not then expired and which are otherwise exercisable within the
provisions of Section II.G.c. hereof, within three (3) months after such
termination. If the employment of an Employee shall be terminated by reason of
the Employee's retirement at his Retirement Date by the Company employing the
Employee at such time, the Employee shall have the right to exercise such ISO or
ISO's held by him to the extent that such ISO's have not expired, at any time
within three (3) months after such retirement. The provisions of Section II.G.c.
to the contrary notwithstanding, upon retirement, all ISO's held by an Employee
shall be immediately exercisable in full. The transfer of an Employee from the
employ of the Company to a subsidiary corporation of the Company or vice versa,
or from one subsidiary corporation of the Company to another, shall not be
deemed to constitute a termination of employment for purposes of the Plan.
5
<PAGE>
(c) In the event that an Employee shall die while employed by the
Company or shall die within three (3) months after retirement at his Retirement
Date (by the Company) any ISO or ISO's granted to him under the Plan and not
theretofore exercised by him or expired shall be exercisable by the estate of
the Employee or by any person who acquired such ISO by bequest or inheritance
from the Employee in full, notwithstanding Section II.G.c., at any time within
one (1) year after the death of the Employee. References hereinabove to the
Employee shall be deemed to include any person entitled to exercise the ISO
after the death of the Employee under the terms of this Section.
(d) In the event of the termination of employment of an Employee
by reason of the Employee's disability, the Employee shall have the right,
notwithstanding the provisions of Section II.G.c. hereof, to exercise all ISO's
held by him, to the extent that ISO's have not previously expired or been
exercised, at any time within one (1) year after such termination. The term
"disability" shall, for the purposes of the Plan, be defined in the same manner
as such term is defined in Section 105(d)(4) of the Internal Revenue Code of
1986.
(e) For the purposes of the Plan, "Retirement Date" shall mean any
date an Employee is otherwise entitled to retire under the Company's retirement
plans and shall include normal retirement at age 65, early retirement at age 62,
and retirement at age 60 after 30 years of service.
K. REGISTRATION
Each ISO shall be subject to the requirement that if at any time
the Committee shall determine, in its discretion, that the registration of the
shares covered thereby upon any securities exchange is necessary or desirable as
a condition of, or in connection with, the granting of such ISO or the issue or
purchase of shares thereunder, such ISO may not be exercised in whole or in part
unless and until such registration has been effected.
L. AMENDMENT OF PLAN
The Board may at any time and from time to time modify and amend
the Plan (including such form of option agreement) in any respect; provided,
however, that no such amendment shall: (a) increase (except in accordance with
Section II.H.) the maximum number of shares for which ISO's may be granted under
the Plan either in the aggregate or to any individual Employee; or (b) change
the provisions relating to adjustments to be made upon changes in
capitalization; or (c) change the method for the selection of the Committee as
provided by Section II.B. hereof. The termination or any modification or
amendment of the Plan shall not, without the consent of an Employee, affect his
rights under the ISO theretofore granted to him.
M. NOTICES
Any notice to be given to the Company shall be addressed to
Patricia Eynon of the Stockholder Relations Department of the Company at its
principal executive office at 1900 AM Drive, P. O. Box 9004, Quakertown, PA
18951-9004, and any notice to be given to the Optionee shall be addressed to the
Optionee at the address then appearing on the personnel records of the Company
or the Affiliate of the Company by which he is employed, or at such other
address as either party hereafter may designate in writing to the other. Any
such notice shall be deemed to have been duly given when deposited in the United
States mail, addressed as aforesaid, registered or certified mail, and with
proper postage and registration or certification fees prepaid.
6
<PAGE>
N. MERGERS, CONSOLIDATIONS, DISSOLUTIONS, AND LIQUIDATIONS
Upon the dissolution or liquidation of the Company, or upon any
merger or consolidation in which the Company is not the surviving corporation,
all options granted hereunder shall terminate. However, the Company shall give
each optionee up to 30 days, after notice of such an event, to exercise in full
all or any portion of the unexercised portions of the outstanding options
(regardless of whether the options are otherwise fully exercisable at that
time). After 30 days of such notice all unexercised outstanding options shall be
canceled by the Company.
O. EXPIRATION AND TERMINATION OF THE PLAN
ISO's may be granted under the Plan at any time or from time to
time as long as the total number of shares optioned or purchased under the Plan
does not exceed two million (2,000,000) shares of Common Stock. The Plan may be
abandoned or terminated at any time by the Board except with respect to any ISO
then outstanding under the Plan. No ISO shall be granted pursuant to the Plan
after ten (10) years from the effective date of the Plan.
P. FINANCIAL REPORTS
The following financial reports are available to Optionees without
charge, upon oral or written request:
(a) The Company's latest annual report to its stockholders.
(b) All other reports filed by the Company pursuant to Section 13
(a) or 15(d) of the Exchange Act since the end of the
Company's last fiscal year.
(c) The Company's annual report on Form 10-K for the last fiscal
year.
(d) All other information sent by the Company to its stockholders.
7
<PAGE>
FIRST AMENDMENT TO THE
1991 INCENTIVE STOCK OPTION PLAN OF
AM COMMUNICATIONS, INC.
The 1991 Incentive Stock Option Plan (the "Plan") of AM Communications,
Inc. is hereby amended, effective as of January 3, 1997, as follows:
1. Paragraph II (G) (d) of the Plan, and any corresponding provision
contained in any stock option agreement outstanding under the Plan, are
hereby deleted in full.
2. Except as expressly modified above, the Plan is ratified,
confirmed and approved in all respects.
1
<PAGE>
Securities and Exchange Commission
January 28, 1997
Page 10
EXHIBIT NO. 5
ARCHER & GREINER
A Professional Corporation
COUNSELORS AT LAW
ONE CENTENNIAL SQUARE
P.O. Box 3000
HADDONFIELD, NEW JERSEY 08033-0968
March 20, 2000
AM Communications, Inc.
100 Commerce Drive
Quakertown, Pennsylvania 18951-2237
Dear Sirs:
We have examined the corporate records and proceedings of AM
Communications, Inc., a Delaware corporation, with respect to the legal
sufficiency of all corporate proceedings of such corporation taken in connection
with the creation, form and validity and full payment and non-assessability
when issued of the 2,000,000 shares of common stock, par value $0.10 per share,
covered by the Registration Statement on Form S-8, dated March 20, 2000, in
connection with which Registration Statement this opinion is rendered.
Based upon such examination, we are of the opinion that, when the
Registration Statement shall have been declared effective by order of the
Securities and Exchange Commission, and the shares shall have been issued and
sold upon the terms and conditions set forth in the Registration Statement, such
shares will be validly authorized and legally issued, fully paid, and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Archer & Greiner
---------------------------
ARCHER & GREINER
A Professional Corporation
<PAGE>
EXHIBIT NO. 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
AM Communications, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of AM Communications, Inc. of our report dated June 30, 1999, relating to
the financial statements which appear on Form 10-K for the year ended April 3,
1999.
KPMG LLP
Allentown, Pennsylvania
March 15, 2000
