April 22, 1999
BY EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549
Re: EMS Technologies, Inc.
Registration Statement on Form S-3
Gentlemen:
Transmitted herewith is a Registration Statement on Form S-3 of
EMS Technologies, Inc. (the "Company"). Funds to cover the
filing fee are on deposit via Fedwire with the Commission's
Mellon Bank Account.
The Registration Statement relates to shares of common stock of
the Company that are to be offered for resale from time to time
by a shareholder of the Company in accordance with the provisions
of Rule 415 under the 1933 Act. No preliminary prospectus will
be distributed or used prior to effectiveness of the Registration
Statement, and, for that reason, the "red herring" legend is not
included on the prospectus.
As requested by the Staff in SLB No. 7, we are also forwarding by
overnight courier three hard copies of the registration
statement, containing the prospectus substantially in the form it
is expected to be distributed.
Any questions concerning this filing should be directed to the
undersigned.
Very truly yours,
EMS TECHNOLOGIES, INC.
/s/ William S. Jacobs
- ----------------------
William S. Jacobs
Vice President and General Counsel
As filed with the Securities and Exchange Commission on April 22, 1999
Registration No.
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
Registration Statement Under The Securities Act of 1933
EMS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its governing
instrument)
Georgia 58-1035424
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
660 Engineering Drive
Technology Park/Atlanta
Norcross, Georgia 30092
(770) 263-9200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
William S. Jacobs, General Counsel
660 Engineering Drive
Technology Park/Atlanta
Norcross, Georgia 30092
(770) 263-9200
Approximate date of commencement of proposed sale to the
public: May 10, 1999
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
being offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [X]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
shares to to be price offering registration
be reported registered per unit (1) price (1) fee
- ----------- ---------- ----------- --------- -------------
Common 900,000
Stock shares $11.6875 (2) $10,518,750 $2,924.21
(1) Estimated solely for the purposes of calculating the
registration fee.
(2) Pursuant to Rule 457(c), based on the average of the high
and low sales prices for the Common Stock on April 20, 1999,
as reported by NASDAQ.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
PROSPECTUS
900,000 Shares
EMS TECHNOLOGIES, INC.
Common Stock
Spar Aerospace Limited ("Spar") is offering up to 900,000
shares of the Common Stock, $.10 par value, of EMS Technologies,
Inc.
Spar will sell the shares at such prices and on such terms
as may be obtained at the times of sale. EMS will not receive
any part of the sales proceeds.
The shares are traded in the NASDAQ National Market System
under the symbol "ELMG."
-----------------------------------
Neither the SEC nor any state securities commission has
determined whether this Prospectus is truthful or complete. Nor
have they made, nor will they make, any determination as to
whether anyone should buy these securities. Any representation
to the contrary is a criminal offense.
-----------------------------------
The date of this Prospectus is May [ ], 1999
EMS Technologies, Inc.
660 Engineering Drive
Norcross, GA 30092
(770) 263-9200
WHERE YOU CAN FIND MORE INFORMATION
EMS files annual, quarterly and special reports, as well as
proxy statements and other information, with the Securities and
Exchange Commission. You may read and copy any of these
documents at the SEC's Public Reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549, or at its Regional Offices located
at 7 World Trade Center, Suite 1300, New York, NY 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. You may obtain further information about
the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0300. EMS's SEC filings are also available to the
public over the Internet at the SEC's web site at
http://www.sec.gov, which contains reports, proxy statements and
other information regarding registrants like EMS that file
electronically with the SEC. Because EMS recently changed its
name, you will find its reports that were filed on or before
March 15, 1999, under the name "Electromagnetic Sciences, Inc."
This prospectus is part of a registration statement on Form
S-3 filed by EMS with the SEC under the Securities Act of 1933.
As permitted by SEC rules, this prospectus does not contain all
of the information included in the registration statement and the
accompanying exhibits filed with the SEC. You may refer to the
registration statement and its exhibits for more information.
The SEC allows EMS to incorporate by reference into this
prospectus the information it files with the SEC. This means
that we can disclose important information to you by referring
you to those documents. The information incorporated by
reference is considered to be part of this prospectus. If EMS
subsequently files updating or superseding information in a
document that is incorporated by reference into this prospectus,
the subsequent information will also become part of this
prospectus and will supersede the earlier information.
EMS is incorporating by reference the following documents
that it has filed with the SEC:
* EMS's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
* EMS's Current Report on Form 8-K dated January 29, 1999,
as amended on April 14, 1999;
* EMS's Current Report on Form 8-K dated March 15, 1999;
* EMS's Current Report on Form 8-K dated April 6, 1999, as
amended on April 9, 1999.
* The description of EMS's common stock contained in its
Registration Statement for those shares on Form 8-A, as
amended on April 12, 1999, under the Securities Exchange
Act.
EMS is also incorporating by reference into this prospectus
all of its future filings with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act until this
offering is completed.
You may obtain a copy of any of EMS's filings which are
incorporated by reference, at no cost, by writing to or
telephoning us at the following address:
EMS Technologies, Inc.
660 Engineering Drive
Norcross, GA 30092
Attention: Secretary
Telephone: (770) 263-9200
You should rely only on the information provided in this
prospectus or incorporated by reference. We have not authorized
anyone to provide you with different information. You should not
assume that the information in this prospectus is accurate as of
any date other than the date on the first page of the prospectus.
This offer of securities is not being made in any state or
country in which the offer or sale is not permitted.
SELLING STOCKHOLDER
The shares offered for sale by this prospectus are being
offered by Spar Aerospace Limited, acting as principal for its
own account. The shares are issuable to Spar by EMS under three
convertible notes maturing December 31, 1999, 2000 and 2001 and
aggregating approximately $7.6 million in principal amount, and
are also issuable in payment of approximately $3.3 million owed
to Spar on May 10, 1999. The convertible notes were issued, and
the debt was incurred, in EMS's January 1999 acquisition from
Spar of the assets of the Spar Space Systems and Products
Division, located primarily in Montreal, Quebec. Spar does not
currently own other EMS shares, and the shares covered by this
prospectus include all shares that may be issued to it under the
convertible notes or in payment of EMS's indebtedness. The
actual number that will be issued and offered for sale by Spar
will depend on whether Spar exercises its conversion rights under
the convertible notes, and on the shares' market price at any
time that EMS chooses to deliver shares in payment of amounts
otherwise payable to Spar in cash.
PLAN OF DISTRIBUTION
EMS is registering the shares on behalf of Spar and is
paying the registration costs and fees. Brokerage commissions
and similar selling expenses attributable to sales will be borne
by Spar. Sales may be effected from time to time in one or more
types of transactions (which may include block transactions) in
the over-the-counter market, in negotiated transactions, through
put or call option transactions, through short sales, or a
combination of these methods, at market prices prevailing at the
time of sale, or at negotiated prices. Such transactions may or
may not involve brokers or dealers. Spar has advised the Company
that it has not entered into any agreements, understandings or
arrangements with any underwriters or broker-dealers regarding
sales, nor is there an underwriter or coordinating broker for the
proposed sales.
Spar may sell shares directly to purchasers, or to or
through broker-dealers, which may act as agents or principals,
and participating broker-dealers may receive compensation in the
form of discounts, concessions or commissions, which as to a
particular broker-dealer might be in excess of customary
commissions.
Spar and any participating broker-dealers might be deemed to
be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by such broker-dealers
and any profit on the resale of the shares sold by them
as principals might be deemed to be underwriting discounts or
commissions under the Securities Act. EMS has agreed to
indemnify Spar against certain liabilities, including liabilities
arising under the Securities Act, and Spar may agree to similarly
indemnify any participating agent, dealer or broker-dealer.
Sales are subject to the prospectus delivery requirements of
the Securities Act. Also, EMS has informed Spar that the anti-
manipulation provisions of Regulation M under the Securities
Exchange Act may apply to its sales.
Sales under this prospectus may also be made by a bona fide
pledgee who acquires shares from Spar. In addition, Spar and any
such pledgee may resell all or a portion of its shares in open
market transactions under Securities Act Rule 144.
Upon being notified by Spar that any material arrangement
has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or
secondary distribution, or a purchase by a broker or dealer, EMS
will file a supplement to this prospectus to identify the broker-
dealer and to provide other material facts. In addition, upon
being notified that a pledgee intends to sell more than 500
shares, EMS will file a supplement to identify the pledgee.
LEGAL MATTERS
William S. Jacobs, Vice President and General Counsel of
EMS, has passed upon the validity of the shares offered by this
prospectus.
Mr. Jacobs is an officer and employee of EMS, and he and
members of his family are beneficial owners of an aggregate of
25,172 outstanding shares of EMS common stock. He also holds
options to acquire 26,000 additional shares, of which options for
8,000 shares may currently be exercised.
FINANCIAL STATEMENTS AND INFORMATION
Reference is made to EMS's consolidated financial statements
and the schedules thereto, and the related reports on such
statements by its independent certified public accountants,
contained in its Annual Report on Form 10-K for the year ended
December 31, 1998.
Reference is also made to the combined financial statements
of the Space Systems and Products Division of Spar Aerospace
Limited and Spar Holdings, Inc., and the related report of
independent certified accountants, contained in EMS's Current
Report on Form 8-K dated January 29, 1999, as amended on April
14, 1999.
A copy of each of these Reports may be obtained free of charge by
request to EMS as set forth above under the caption "WHERE YOU
CAN FIND MORE INFORMATION."
EXPERTS
EMS's consolidated financial statements and schedules as of
December 31, 1998 and 1997, and for each of the years in the
three-year period ended December 31, 1998, have been incorporated
by reference herein in reliance upon the reports of KPMG LLP,
independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts
in accounting and auditing.
The combined financial statements of the Space Systems and
Products Division of Spar Aerospace Limited and Spar Holdings,
Inc., as of and for the year ended December 31, 1998, have been
incorporated by reference herein in reliance upon the report of
Ernst & Young LLP, chartered accountants, incorporated by
reference herein, and upon the authority of said firm as experts
in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated expenses of the sale of the Common Stock by the
Selling Shareholders (not including brokerage commissions), are
as follows:
Registration fees $ 2,924
NASD notification fee 17,500
Accounting fees and expenses 3,000
Miscellaneous 1,000
-------
TOTAL $24,424
All of the foregoing expenses are being borne by the
Company, in accordance with the terms of the agreement governing
the registration of the Common Stock for resale by the selling
shareholder. Any direct legal and other expenses incurred by the
selling shareholder (including brokerage commissions) are the
responsibility of the selling shareholder and are not included in
the foregoing table. With the exception of brokerage
commissions, such expenses are believed to be nominal.
Item 15. Indemnification of Directors and Officers.
The Bylaws of EMS Technologies, Inc. provide that EMS will
indemnify its directors and officers, and persons serving at its
request as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against
all expenses, judgments and amounts paid in settlement actually
and reasonably incurred by any such person in connection with
threatened or actual actions, suits or proceedings, whether
civil, criminal, administrative or investigative, to which such
person becomes subject by having served in such role. Such
indemnification shall be made if such person acted in good faith
and in a manner which he reasonably believed to be in or not
opposed to the best interests of EMS and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, will not, of itself,
create a presumption that such person did not so act and did not
have such reasonable cause to believe. With respect to actions
by or on behalf of EMS, the foregoing indemnification pursuant to
the Bylaws shall not be paid for judgments or amounts paid in
settlement, but shall be paid for expenses; however, except as
discussed below, no indemnification will be made for any claim,
issue or matter as to which such person has been adjudged to be
liable for negligence or misconduct in the performance of his
duty to EMS, except to the extent that a court of competent
jurisdiction determines upon application that such person is
fairly and reasonably entitled to indemnity.
EMS will indemnify the persons discussed in the immediately
preceding paragraph only when (a) its Board of Directors by a
majority vote of a quorum consisting of directors who are not
parties to the action, suit or proceeding, (b) if such a quorum
is not obtainable, a committee, consisting of two or more
directors who are not parties to the actions, suit or proceeding
designated by the Board of Directors (in which designation
interested directors may participate), by a majority vote, or (c)
special legal counsel selected by the Board of Directors or its
committee in the manner described in (a) or (b) above, or, if a
quorum of the Board of Directors cannot be obtained, by a
majority vote of the full Board of Directors (in which selection
interested directors may participate), or (d) the shareholders,
by the affirmative vote of a majority of the shares entitled to
vote thereon, determine that indemnification is proper in the
circumstances because the person has met the applicable standard
of conduct discussed in the immediately preceding paragraph.
However, expenses shall be paid by EMS as they are incurred and
in advance of the final disposition of the relevant case, upon
receipt of an undertaking by the director or officer to repay
such amounts if it shall ultimately be determined that he or she
is not entitled to be indemnified. Independent of these
indemnification provisions contained in the Bylaws, the Georgia
Business Corporation Code provides a statutory right to
indemnification from EMS to a director who is successful in the
defense of any proceeding to which he was a party because he is a
director.
In addition to the foregoing indemnification provisions, the
Bylaws authorize further indemnification of directors and
officers. Pursuant to this provision, EMS is a party to
Indemnification Agreements that provide substantially broader
indemnity rights than those described above. Among other things,
these Agreements provide for indemnification in respect of
judgments in actions by or on behalf of EMS, and do not require,
as a condition of indemnification, independent determinations
that the individual met the specified standards of conduct.
However, under the Agreements and applicable Georgia law, no
indemnification may be paid: (i) if it is determined that the
individual's conduct constituted intentional misconduct, fraud or
a knowing violation of the law, or an appropriation, in violation
or his or her duties, of any business opportunity of the Company;
(ii) with respect to liability for distributions to shareholders
in excess of amounts legally available for such distributions; or
(iii) with respect to any transaction from which he or she
received an improper personal benefit.
EMS maintains a directors' and officers' liability insurance
policy covering certain losses arising from claims made against
them by reason of wrongful acts (with certain exceptions)
committed by them in their capacities as directors and officers.
The insurer's limit of liability under the policy is $10 million
per policy year.
Item 16. Exhibits.
The following documents are filed as exhibits to this
Registration Statement:
4.1 Second Amended and Restated Articles of Incorporation
of the Registrant, effective March 22, 1999
(incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998).
4.2 Bylaws of the Registrant, as amended through March 15,
1999(incorporated by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998).
4.3 EMS Technologies, Inc. Stockholder Rights Plan dated as
of April 6, 1999 (incorporated by reference to Exhibit
4.1 to the Registrant's Report on Form 8-K dated April
6, 1999, as amended on April 9, 1999).
5.1 Opinion of William S. Jacobs, General Counsel to the
Registrant, as to the legality of the securities being
registered.
24.1 Consent of KPMG LLP.
24.2 Consent of Ernst & Young LLP.
24.3 Consent of William S. Jacobs (appears in his opinion
filed as Exhibit 5.1).
Item 17. 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:
(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, represent a fundamental
change in the information set forth in
the registration statement;
(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 paragraph (a) (1) (i) and
(a) (1) (ii) do no 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 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 that remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining 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 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.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers, and controlling person of the
Registrant pursuant to the provisions described in
Item 15, 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.
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-3 and has duly caused this registration statement or amendment
thereto to be signed on its behalf by the undersigned, thereunto
duly authorized, in this City of Norcross and State of Georgia,
on this 21st day of April, 1999.
EMS TECHNOLOGIES, INC.
By: /s/ Thomas E. Sharon
------------------------
Thomas E. Sharon
Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendment thereto has been signed
below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/ Thomas E. Sharon Chairman of the April 21, 1999
- -------------------- Board, President --------------
Thomas E. Sharon and Chief Executive
Officer (Principal
Executive Officer)
/s/ Don T. Scartz Director, Sr. April 21, 1999
- -------------------- Vice President --------------
Don T. Scartz and Chief
Financial Officer,
and Treasurer
(Principal
Financial and
Accounting
Officer)
/s/ Jerry H. Lassiter Director April 21, 1999
- -------------------- --------------
Jerry H. Lassiter
/s/ John B. Mowell Director April 21, 1999
- -------------------- --------------
John B. Mowell
/s/ Elvie L. Smith Director April 21, 1999
- -------------------- --------------
Elvie L. Smith
/s/ Norman E. Thagard Director April 21, 1999
- -------------------- --------------
Norman E. Thagard
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------------------
4.1 Second Amended and Restated Articles of
Incorporation of the Registrant, effective March 22,
1999(incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998).
4.2 Bylaws of the Registrant, as amended through March
15, 1999(incorporated by reference to Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998).
4.3 EMS Technologies, Inc. Stockholder Rights Plan dated
as of April 6, 1999 (incorporated by reference to
Exhibit 4.1 to the Registrant's Report on Form 8-K
dated April 6, 1999, as amended on April 9, 1999).
5.1 Opinion of William S. Jacobs, General Counsel to the
Registrant, as to the legality of the securities
being registered.
24.1 Consent of KPMG LLP.
24.2 Consent of Ernst & Young LLP.
24.3 Consent of William S. Jacobs (appears in his opinion
filed as Exhibit 5.1).
Exhibit 5.1
April 21, 1999
EMS Technologies, Inc.
660 Engineering Drive
Technology Park/Atlanta
Norcross, Georgia 30092
Re: Registration on Form S-3 of 900,000 shares of Common Stock
for Resale
Gentlemen:
This opinion is furnished to you in connection with your
registration statement on Form S-3 under the Securities Act of
1933, as amended (the "Registration Statement"), with respect to
1,000,000 shares of your common stock, $.10 par value per share
("Common Stock"), to be offered for resale by the shareholder
named therein. I have examined such corporate records,
certificates of public officials and of your officers, and such
other documents and records as I have considered necessary or
proper for purposes of this opinion, including that certain Asset
Purchase Agreement (the "Agreement") dated December 29, 1998, by
and between you (in your former name, Electromagnetic Sciences,
Inc.) and Spar Aerospace Limited ("Spar"), and the Convertible
Notes (the "Notes") identified therein.
Based upon the foregoing, and having regard to legal
considerations that I deem relevant, I am of the opinion that the
900,000 shares of Common Stock covered by the Registration
Statement have been duly authorized and, when issued in
satisfaction of the payment due on May 10, 1999, to Spar under
the terms of the Agreement, or upon conversion of, or in
satisfaction of payments due under, the Notes in accordance with
their terms, will be validly issued, fully paid, and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement, and to the reference to me under the
caption "Legal Matters" in the Prospectus contained in the
Registration Statement.
Very truly yours
/s/ William S. Jacobs
- -------------------------
William S. Jacobs
General Counsel
Exhibit 24.1
The Board of Directors
EMS Technologies, Inc.
We consent to the use of our reports incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
KPMG LLP
Atlanta, Georgia
April 21, 1999
<PAGE>
Exhibit 24.2
Consent of Independent Chartered Accountants
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated February 18, 1999,
with respect to the combined financial statements of the Space
Systems and Products Division of Spar Aerospace Limited and Spar
Holdings Inc. as at and for the year ended December 31, 1998 in
the Registration Statement (Form S-3) and related Prospectus of
EMS Technologies, Inc. (formerly Electromagnetic Sciences, Inc.)
for the registration of 900,000 shares of its common stock dated
April 21, 1999.
Toronto, Canada Ernst & Young LLP
April 21, 1999 Chartered Accountants
