<PAGE> 1
As filed with the Securities and Exchange Commission on December 4, 1998
Registration No. ________________
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
________________
ALLEN TELECOM INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 38-0290950
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
25101 Chagrin Boulevard, Beachwood, Ohio 44122
(Address of Principal Executive Offices Including Zip Code)
ALLEN TELECOM INC.
EMPLOYEE BEFORE-TAX SAVINGS PLAN
(Full Title of the Plan)
Robert A. Youdelman, Executive Vice President,
Chief Financial Officer and Assistant Secretary
Allen Telecom Inc.
25101 Chagrin Blvd., Beachwood, Ohio 44122
(Name and Address of Agent For Service)
(216) 765-5800
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount to be Proposed Maxi- Proposed Maxi- Amount of
Securities to Registered (1)(2) mum Offering mum Aggregate Registration
be Registered Price Per Share (3) Offering Price (3) Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, par
value $1.00 per share 750,000 $ 6.81 $ 5,107,500 $ 1,419.89
Preferred Stock
Purchase Rights 750,000
<FN>
(1) Each share of Common Stock, $1.00 par value per share ("Common Stock")
includes one Series C Junior Participating Preferred Stock Purchase
Right ("Right"). Each Right, when exercisable, entitles the holder to
purchase 0.01 (subject to adjustment in certain events) share of
Series C Junior Participating Preferred Stock of the Registrant. Such
Rights are not currently exercisable or transferrable independently of
the shares of Common Stock.
(2) Pursuant to Rule 416 of the Securities Act of 1933 ("Securities Act"),
this Registration Statement also covers such additional shares of
Common Stock as may become issuable pursuant to the anti-dilution
provisions of Allen Telecom Inc. Employee Before- Tax Savings Plan
("Plan").
(3) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules
and Regulations under the Securities Act, on the basis of the average
of the high and low sale prices of such securities on the New York
Stock Exchange, Composite Transaction Tape on December 2, 1998,
within five business days prior to filing.
</TABLE>
Exhibit Index Appears on Page 4
Page 1 of 6 Pages
<PAGE> 2
Part II
Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement No. 33-3487 on Form S-8 as filed by Allen Telecom Inc.
(formerly named The Allen Group Inc.) (the "Registrant") with the Securities
and Exchange Commission ("SEC") on May 5, 1994 are incorporated herein by
reference.
Item 8. Exhibits
--------
4(a) Second Restated Certificate of Incorporation (filed as
Exhibit 4(a) to Registrant's Registration Statement No.
333-51739 on Form S-8 filed on May 4, 1998, and incorporated
herein by reference).
4(b) By-laws, as amended and restated through December 4, 1997
(filed as Exhibit 4(b) to Registrant's Registration Statement
No. 333-51739 on Form S-8 filed on May 4, 1998, and
incorporated herein by reference).
4(c) Certificate of Designation, Preferences and Rights of Series
C Junior Participating Preferred Stock (filed as Exhibit 4(c)
to Registrant's Registration Statement No. 333-51739 on Form
S-8 filed on May 4, 1998, and incorporated herein by
reference).
4(d) Rights Agreement, dated as of January 20, 1998, between the
Registrant and Harris Trust Company of New York, as Rights
Agent (filed as Exhibit Number 4.1 to Registrant's
Registration Statement on Form 8-A filed January 9, 1998 and
incorporated herein by reference).
5 Opinion of Counsel of McDara P. Folan, III, regarding the
legality of the securities being registered.
23(a) Consent of Independent Accountants, PricewaterhouseCoopers
LLP, to the incorporation by reference in this registration
statement of their reports on the consolidated financial
statements and the financial statement schedule included in
the Registrant's Annual Report on Form 10-K for its fiscal
year ended December 31, 1997.
23(b) Consent of Counsel (included in Exhibit 5).
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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Beachwood, State of Ohio, on December 4,
1998.
ALLEN TELECOM INC.
By: /s/ Robert G. Paul
----------------------------------------------------
Robert G. Paul, President and Chief Executive Officer
Page 2 of 6 Pages
<PAGE> 3
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert G. Paul President, Chief Executive Officer
- ------------------------------------------ and Director (Principal Executive
Robert G. Paul Officer) December 4, 1998
/s/ Robert A. Youdelman Executive Vice President, Chief December 4, 1998
- ------------------------------------------ Financial Officer and Assistant
Robert A. Youdelman Secretary (Principal Financial
Officer)
/s/ James L. LePorte, III Vice President, Treasurer and December 4, 1998
- ------------------------------------------ Controller (Principal Accounting
James L. LePorte, III Officer)
/s/ Philip Wm. Colburn Chairman of the Board and Director December 4, 1998
- ------------------------------------------
Philip Wm. Colburn
/s/ Jill K. Conway Director December 4, 1998
- ------------------------------------------
Jill K. Conway
/s/ Albert H. Gordon Director December 4, 1998
- ------------------------------------------
Albert H. Gordon
/s/ William O. Hunt Director December 4, 1998
- ------------------------------------------
William O. Hunt
/s/ J. Chisholm Lyons Vice Chairman of the Board and December 4, 1998
- ------------------------------------------
J. Chisholm Lyons Director
Director December 4, 1998
- ------------------------------------------
John F. McNiff
/s/ Charles W. Robinson Director December 4, 1998
- ------------------------------------------
Charles W. Robinson
/s/ Martyn F. Roetter Director December 4, 1998
- ------------------------------------------
Martyn F. Roetter
/s/ William M. Weaver, Jr. Director December 4, 1998
- ------------------------------------------
William M. Weaver, Jr.
</TABLE>
Page 3 of 6 Pages
<PAGE> 4
EXHIBIT INDEX
-------------
4(a) Second Restated Certificate of Incorporation (filed as
Exhibit 4(a) to Registrant's Registration Statement No.
333-51789 on Form S-8 filed on May 4, 1998, and incorporated
herein by reference).
4(b) By-laws, as amended and restated through December 4, 1997
(filed as Exhibit 4(b) to Registrant's Registration Statement
No. 333-51789 on Form S-8 filed on May 4, 1998, and
incorporated herein by reference).
4(c) Certificate of Designation, Preferences and Rights of Series
C Junior Participating Preferred Stock (filed as Exhibit 4(c)
to Registrant's Registration Statement No. 333-51789 on Form
S-8 filed on May 4, 1998, and incorporated herein by
reference).
4(d) Rights Agreement, dated as of January 20, 1998, between the
Registrant and Harris Trust Company of New York, as Rights
Agent (filed as Exhibit Number 4.1 to Registrant's
Registration Statement on Form 8-A filed January 9, 1998 and
incorporated herein by reference).
5 Opinion of Counsel of McDara P. Folan, III, regarding the
legality of the securities being registered.
23(a) Consent of Independent Accountants, PricewaterhouseCoopers
LLP, to the incorporation by reference in this registration
statement of their reports on the consolidated financial
statements and the financial statement schedule included in
the Registrant's Annual Report on Form 10-K for its fiscal
year ended December 31, 1997.
23(b) Consent of Counsel (included in Exhibit 5).
Page 4 of 6 Pages
<PAGE> 1
Exhibit 5
[ALLEN TELECOM INC. LETTERHEAD]
December 4, 1998
McDara P. Folan, III
Vice President, Secretary & General Counsel
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, DC 20549
Re: Allen Telecom Inc. Employee Before-Tax Savings Plan
---------------------------------------------------
Ladies and Gentlemen:
I have acted as counsel for Allen Telecom Inc., a Delaware corporation
(the "Registrant"), in connection with the Allen Telecom Inc. Employee
Before-Tax Savings Plan (the "Plan"). I have examined such documents, records
and matters of law as we have deemed necessary for purposes of this opinion,
and based thereon, I am of the opinion that:
(1) The Registrant's Common Stock, $1.00 par value per share (the
"Common Stock"), outstanding on the date hereof that may be purchased by the
Plan and delivered to participants in the Plan, will be, when purchased and
delivered in accordance with the Plan, duly authorized, validly issued, fully
paid and nonassessable so long as the consideration received by the Company is
at least equal to the par value of the Common Stock.
(2) The Common Stock that may after the date hereof be issued or
transferred pursuant to the Plan will be, when issued or transferred in
accordance with the Plan, duly authorized, validly issued, fully paid, and
nonassessable so long as:
(a) the issuance of any newly issued shares, and the transfer
of any treasury shares, are, prior to any such issuance or transfer, duly
authorized, and
(b) the consideration received or to be received by the
Registrant is at least equal to the par value of the Common Stock.
(3) The participations in the Plan to be extended to the participants
in the Plan will be, when extended in accordance with the Plan, validly issued.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Registrant to effect
registration of the Common Stock to be issued and sold pursuant to the Plan
under the Securities Act of 1933.
Very truly yours,
/s/ McDara P. Folan, III
McDara P. Folan, III
Page 5 of 6 Pages
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our reports dated February 13, 1998 on our audits of the
consolidated financial statements and financial statement schedule of Allen
Telecom Inc.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Cleveland, Ohio
December 4, 1998
Page 6 of 6 Pages
