AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL, 1998.
REGISTRATION NO. __________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLEN TELECOM INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 38-0290950
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
</TABLE>
25101 CHAGRIN BOULEVARD
BEACHWOOD, OHIO 44122-5619
(216) 765-5800
(Address, including ZIP code, and telephone number,
including area code, of registrant's principal executive offices)
MCDARA P. FOLAN, III
ALLEN TELECOM INC.
25101 CHAGRIN BOULEVARD
BEACHWOOD, OHIO 44122-5619
(216) 765-5818
(Name, address, including ZIP Code, and
telephone number, including area code, of agent for service)
COPIES TO:
MARY K. KRIGBAUM, ESQ.
RUDNICK & WOLFE
203 NORTH LASALLE STREET, SUITE 1800
CHICAGO, ILLINOIS 60601
(312) 368-2181
(312) 236-7516 (TELECOPIER)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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.
[ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
AMOUNT TO PROPOSED MAXIMUM PROPOSED AMOUNT OF
TITLE OF SHARES BE REGISTERED AGGREGATE PRICE MAXIMUM REGISTRATION
TO BE REGISTERED PER UNIT{(2)} AGGREGATE FEE
{(1)}
Common Stock,
par value
1.00 per share 261,014 $16.00 $4,176,224 $1,232
Preferred Stock
Purchase
Rights 261,014 N/A N/A N/A
</TABLE>
(1)Each share of Common Stock includes one Preferred Stock Purchase Right
which, when exercisable, entitles the holder to purchase 0.01 of a share of
Series C Junior Participating Preferred Stock of the Company. Such rights
are not currently exercisable or transferable independently of the shares of
Common Stock.
(2)Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low prices per share of the Common Stock reported on
the New York Stock Exchange Composite Tape on April 30, 1998.
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.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MAY 6, 1998
PROSPECTUS
261,014 Shares
ALLEN TELECOM INC.
Common Stock
PAR VALUE $1.00 PER SHARE
This Prospectus relates to 261,014 outstanding shares ("Shares") of
common stock, par value $1.00 per share ("Allen Common Stock"), of Allen
Telecom Inc., a Delaware corporation (the "Company"), which may hereafter
be offered or sold from time to time for the account of persons named under
the caption "Selling Stockholders". Each share of Allen Common Stock
includes one Preferred Stock Purchase Right ("Preferred Stock Purchase
Right") which, when exercisable, entitles the holder to purchase 0.01 of a
share of Series C Junior Participating Preferred Stock of the Company.
Such rights are not currently exercisable or transferable independently of
the shares of Allen Common Stock.
The Shares were issued in connection with the acquisition by a
subsidiary of the Company of the preemptive rights for the subscription of
new shares of FOR.E.M. S.p.A., the Company's Italian subsidiary ("FOREM"),
from the minority shareholders of FOREM on May 30, 1997 (the "Acquisition").
The Shares may hereafter be offered or sold from time to time for the
account of persons named under the caption "Selling Stockholders" on the
New York Stock Exchange or the Pacific Exchange, other stock exchanges, or
otherwise, at prices and on terms then obtainable, in broker's
transactions, special offerings, exchange distributions, negotiated
transactions, block transactions, or otherwise. (See "Selling
Stockholders" and "Plan of Distribution.") The Company will not realize
any proceeds from any sale of the Shares.
Each of the Selling Stockholders has agreed in the Certificate and
Agreement with Respect to the Purchase of Securities Outside the United
States dated May 30, 1997, to limit the number of Shares he may sell. The
limitation applicable to Goffredo Modena is 12,000 Shares per week, with
any unused portion carried over to successive weeks, but in no event more
than 30,000 Shares per week. The limitation applicable to Giuseppe
Colombari is 6,000 Shares per week, with any unused portion carried over to
successive weeks, but in no event more than 30,000 Shares per week.
The Allen Common Stock is traded on the New York Stock Exchange and
the Pacific Exchange under the symbol ALN. On April 30, 1998, the last
reported sale price of the Allen Common Stock on the New York Stock
Exchange was $16.0625.
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
______________
<PAGE>
No dealer, broker or other person has been authorized to give any
information or to make any representations, other than those contained in
this Prospectus, in connection with the offering made hereby, and, if given
or made, such information or representation must not be relied on as having
been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of any offer to buy the securities to which
it relates in any jurisdiction in which, or to any person to whom, it is
unlawful to make such an offer or solicitation of an offer. Neither the
delivery of this Prospectus nor any offer or sale made hereunder shall,
under any circumstances, create any implication that there has been no
change in the information set forth herein or in the affairs of the Company
since the date hereof.
Statements included in this Prospectus which are not historical in
nature are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. The
Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q
contain certain detailed factors that could cause the Company's actual
results to materially differ from forward-looking statements made by the
Company.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and should also
be available for inspection and copying at the regional offices of the
Commission located at 75 Park Place, 14th Floor, New York, New York 10007
and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such material can also be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Commission maintains a Web site that contains
reports, proxy and information statements, and other information about the
Company. The address of the Web site maintained by the Commission is
"http://www.sec.gov". Such reports, proxy statements and other information
concerning the Company can be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005, and the offices
of the Pacific Stock Exchange, 301 Pine Street, San Francisco, California
94104.
This Prospectus constitutes a part of a registration statement on
Form S-3 (herein, together with all amendments and exhibits, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), filed by the Company. This Prospectus does not contain
all of the information set forth in the Registration Statement. For
further information, reference is hereby made to the Registration
Statement, including the financial schedules and exhibits filed or
incorporated by reference as a part thereof, which may be examined at the
Public Reference Room of the Commission in Washington, D.C., without
charge, or copies of which may be obtained from the Commission upon payment
of the prescribed fees. Statements contained herein concerning the
provisions of documents filed herewith as exhibits are necessarily
summaries of such documents, and each such statement is qualified in its
entirety by reference to the copy of the applicable document filed with the
Commission.
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
The following documents previously filed by the Company with the
Commission pursuant to the Exchange Act are hereby incorporated by
reference into this Prospectus:
(i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and
before the termination of the offering of shares of Allen Common Stock made
hereby are hereby incorporated by reference, and such documents are deemed
to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not, except as so modified or superseded,
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the oral or written request of such
person, a copy of any and all of the information that has been incorporated
by reference in this Prospectus (not including exhibits to the information
that is incorporated by reference unless such exhibits are specifically
incorporated by reference in such information). Such request should be
directed to the Corporate Secretary, Allen Telecom Inc., 25101 Chagrin
Boulevard, Beachwood, Ohio 44122-5619 (telephone (216) 765-5818).
<PAGE>
THE COMPANY
The Company consists of two segments: wireless telecommunications
equipment (comprising its systems, site management and other non-antenna
products and mobile and base station antenna product lines) and wireless
telecommunications engineering services (comprising its frequency planning,
systems design and related services product lines).
The Company's principal executive offices are located at 25101 Chagrin
Boulevard, Beachwood, Ohio 44122-5619 (telephone (216) 765-5800). Other
information concerning the Company's management, business, securities, and
results of operations is incorporated by reference from its reports filed
with the Commission. (See "Information Incorporated by Reference.")
DESCRIPTION OF ALLEN COMMON STOCK
The Company is authorized to issue 50,000,000 shares of Allen Common
Stock, par value $1.00 per share. The outstanding Allen Common Stock is
fully paid and non-assessable. As of April 30, 1998, there were 27,316,078
shares of Allen Common Stock issued and outstanding. Each holder of Allen
Common Stock is entitled to one vote per share on all matters presented to
the stockholders for action. There are no cumulative voting rights.
Holders of Allen Common Stock are entitled to such dividends as the Board
of Directors of the Company may declare out of funds legally available
therefor and, upon dissolution or liquidation, to share ratably in the
assets available for distribution to the holders of Allen Common Stock
after the payment of all prior claims and the liquidation rights of the
holders of any shares of preferred stock of the Company that may be
outstanding. The Board of Directors of the Company has adopted a
resolution suspending the payment of dividends indefinitely. Holders of
Allen Common Stock do not have preemptive rights to subscribe for any
securities of the Company.
In 1998, the Board of Directors of the Company issued, as a dividend,
one preferred stock purchase right ("Preferred Stock Purchase Right") for
each outstanding share of Allen Common Stock, subject to certain
adjustments. When exercisable, each Preferred Stock Purchase Right
entitles the holder to purchase 0.01 of a share of Series C Junior
Participating Preferred Stock of the Company.
<PAGE>
The Company's borrowing agreements do not contain any restriction on
the payment of dividends on Allen Common Stock but include various
restrictive covenants, as to, among other things, net worth, the purchase
or redemption of the Company's stock and the disposition of the Company's
assets not in the ordinary course of business. Under the most restrictive
of these covenants, approximately $52 million was available for the payment
of dividends on Allen Common Stock at April 30, 1998. However, as noted
above, the Board of Directors of the Company has adopted a resolution
suspending the payment of dividends indefinitely.
ALLEN COMMON STOCK IS TRADED ON THE NEW YORK STOCK EXCHANGE AND THE
PACIFIC EXCHANGE. ON APRIL 30, 1998, THE LAST REPORTED SALE PRICE OF ALLEN
COMMON STOCK ON THE NEW YORK STOCK EXCHANGE COMPOSITE TAPE WAS $16.0625 PER
SHARE.
Harris Trust Company of New York, located in New York, is the Transfer
Agent and Registrar for the Common Stock.
<PAGE>
SELLING STOCKHOLDERS
The Shares may be offered from time to time for the account of the
Selling Stockholders whose names are set forth in the table below. The
table sets forth information as of May 6, 1998 with respect to the
beneficial ownership of the Shares by the Selling Stockholders.
NO. OF NO. OF NO. OF
SHARES OWNED SHARES WHICH SHARES WHICH
PRIOR TO MAY BE MAY BE OWNED
NAME OFFERING OFFERED AFTER OFFERING
Giuseppe Columbari 44,917 43,067 1,850
Goffredo Modena 226,597 217,947 8,650
Each of the individuals named above is, or during the past three years
has been, a director, officer or employee of FOREM.
Whenever an offering of Shares is to be made pursuant to this
Prospectus by a Selling Stockholder whose name does not appear herein, a
supplement will be affixed to copies of this Prospectus setting forth the
Selling Stockholder's name, the number of Shares beneficially owned by such
Selling Stockholder prior to such offering, the number of Shares so offered
for the Selling Stockholder's account, and the number of Shares to be
beneficially owned by such Selling Stockholder after the sale of the Shares
so offered.
The Company will not realize any proceeds from any sale of Shares by
the Selling Stockholders.
PLAN OF DISTRIBUTION
The Selling Stockholders may offer and sell Shares by means of the
Prospectus from time to time in one or more transactions, directly by the
Selling Stockholders, or through agents, dealers or brokers to be
designated from time to time; such offers and sales may be effected over
any national securities exchange or automated interdealer quotation system
on which shares of Allen Common Stock are then listed, in negotiated off-
exchange transactions or in a combination of such methods of sale; the
selling price of the Shares may be at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at
negotiated prices; and the Shares may also be offered in coordinated block
transactions through underwriters, dealers or agents, or otherwise who may
receive compensation in the form of underwriting or brokerage discounts,
concessions or commissions from the Selling Stockholders or the purchasers
of such Shares for whom they may act as agents. In certain states, the
Selling Stockholders may be required to offer and sell Shares only through
brokers and dealers registered in such states.
The Selling Stockholders and any brokers or dealers that act in
connection with the sale of Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act
and any commissions received by them and any profit on the sale of Shares
as principal may be deemed to be underwriting discounts and commissions
under the Securities Act.
The Company will pay all of the expenses of the preparation, printing
and filing of the Registration Statement, any amendments or supplements
thereto, and prospectuses and revised prospectuses as required to cover the
transactions covered hereby, as well as the Company's fees and
disbursements of its counsel and accountants relating to the Registration
Statement, but the Company is not obligated to pay any underwriting
discounts and commissions, brokers' commissions or charges, or other costs
arising in the marketing of the Shares or the legal fees and expenses of
the Selling Stockholders.
The Selling Stockholders may also resell Shares in open market
transactions pursuant to the resale provisions of Rule 144 under the
Securities Act or in transactions otherwise permitted under the Securities
Act.
Each of the Selling Stockholders has agreed in the Certificate and
Agreement with Respect to the Purchase of Securities Outside the United
States dated May 30, 1997, to limit the number of Shares he may sell. The
limitation applicable to Goffredo Modena is 12,000 Shares per week, with
any unused portion carried over to successive weeks, but in no event more
than 30,000 Shares per week. The limitation applicable to Giuseppe
Colombari is 6,000 Shares per week, with any unused portion carried over to
successive weeks, but in no event move than 30,000 Shares per week.
LEGAL OPINION
An opinion with respect to the legality of the Shares is being given
by Rudnick & Wolfe, 203 North LaSalle Street, Chicago, Illinois 60601,
counsel for the Company.
EXPERTS
The consolidated balance sheets as of December 31, 1997 and 1996 and
the consolidated statements of income, stockholders' equity, and cash flows
for each of the three years in the period ended December 31, 1997,
incorporated by reference in this registration statement, have been
incorporated herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth expenses to be incurred in connection
with the issuance and distribution of the securities being registered
hereby:
S.E.C. registration fee $1,232
*Legal fees and expenses $5,000
*Miscellaneous $ 500
Total $6,732
________________
* Estimated.
The Company will pay all of the expenses of the preparation, printing
and filing of the Registration Statement, any amendments or
supplements thereto, and prospectuses and revised prospectuses as
required to cover the transactions covered hereby, as well as the
Company's fees and disbursements of its counsel and accountants
relating to the Registration Statement, but the Selling Stockholders
will bear their pro rata portion of any underwriting discounts and
commissions, brokers' commissions or charges, or other costs arising
in the marketing of the Shares and their own legal fees and expenses.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seven of the Company's Second Restated Certificate of
Incorporation, and the Company's By-Laws, as amended and restated, provide
for indemnification of directors and officers to the extent permitted from
time to time by the General Corporation Law of the State of Delaware.
While liability of directors for monetary damages for breach of fiduciary
duties as a director has been eliminated, equitable remedies such as
injunctive relief or rescission remain available. Such provisions do not
eliminate or limit liability of a director for: (i) any breach of a
director's duty of loyalty to the Company or its stockholders; (ii) acts
not in good faith or which involve intentional misconduct or knowing
violation of law; (iii) authorizations of the payment of an illegal
dividend or stock repurchase; or (iv) a transaction from which a director
derives an improper personal benefit.
Section 145 of the General Corporation Law of the State of Delaware
authorizes indemnification of directors, officers, employees and agents of
the Company; allows the advancement of costs of defending against
litigation; and permits companies incorporated in Delaware to purchase
insurance on behalf of directors, officers, employees and agents against
liabilities whether or not in the circumstances such companies would have
the power to indemnify against such liabilities under the provisions of the
statute.
The Company has provided liability insurance for its directors and
officers for certain losses arising from claims or charges made against
them while acting in their capacities of directors or officers of the
Company.
The Company has entered into indemnification agreements in the form
described below with each person who is currently a member of the Board of
Directors of the Company and with certain officers of the Company
designated by the Board of Directors and will enter into such agreements,
from time to time, with persons who in the future become directors or
certain officers of the Company. Such indemnification agreements provide
for indemnification against any and all expenses (including attorneys' fees
and all other costs and obligations) actually and reasonably paid or
incurred in connection with investigating, defending, being a witness in or
participating in (including an appeal), or preparing to defend, be a
witness in or participate in, any threatened, pending or completed action,
suit or proceeding, or any inquiry or investigation, whether civil,
criminal, administrative, investigative or other (collectively a "Claim"),
as well as any and all judgments, fines, penalties and amounts paid in
settlement, if the Company has approved the terms of such settlement, which
approval shall not be unreasonably withheld (including all interest,
assessments and other charges paid or payable in connection therewith) of
any Claim, by reason of the fact that such director or officer is or was a
director, officer, employee, trustee, agent or fiduciary of the Company, or
is or was serving at the request of the Company as a director, officer,
employee, trustee, agent or fiduciary of another corporation, partnership,
joint venture, employee benefit plan, trust, or other enterprise.
Indemnification would not, however, be available under such agreements if a
person or body consisting of a member or members of the Company's Board of
Directors or any other person or body appointed by the Board of Directors
of the Company who is not a party to the Claim for which indemnification is
sought (or, under certain circumstances discussed below, independent legal
counsel) determines that such indemnification is not permitted under
applicable law and such determination is not successfully challenged before
a court. A director or officer would also not be entitled to
indemnification under such agreements in connection with a proceeding
initiated by such director or officer prior to a Change in Control (as
defined in such agreements), unless such proceeding was authorized or
consented to by the Board of Directors. The indemnification agreements
also provide for the prompt advancement of all expenses in connection with
any Claim, subject to reimbursement if it is subsequently determined that
the director or officer is not entitled to indemnification. After a Change
in Control (as defined in such agreements) which has not been approved by
the Board of Directors of the Company, all determinations to be made by or
on behalf of the Company with respect to a director's or officer's right to
indemnification and to the advancement of expenses are required to be made
by independent legal counsel to be selected by the director or officer and
approved by the Board (which approval cannot unreasonably be withheld), in
order to ensure that such determination will not be made by a potentially
hostile board. Under such agreements, the Company has the burden of
proving that the director or officer is not entitled to indemnification in
any particular case, and such agreements negate certain presumptions which
might otherwise be drawn against a director or officer in certain
circumstances. The indemnification agreements also provide that all legal
actions brought against the director or officer by or in the right of the
Company must be brought within a period of two years from the date of the
accrual of such actions (or any shorter period that would otherwise be
applicable). Further, if the Company pays a director or officer pursuant
to the indemnification agreements, the Company will be subrogated to such
director's or officer's rights to recover from third parties. The
indemnification agreements provide that a director's or officer's rights
under such agreement are not exclusive of any other indemnification rights
he or she may have under any provision of law, the Company's By-Laws or
otherwise, but do prevent double payments.
<PAGE>
Item 16. EXHIBITS.
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
3.1 Second Restated Certificate of Incorporation (Filed as
Exhibit Number 4(a) to Registrant's Registration
Statement on Form S-8, Registration Number 333-51739
(Commission file number 1-6016) and incorporated herein
by reference).
3.2 Certificate of Designation, Preferences and Rights of
Series C Junior Participating Preferred Stock (Filed as
Exhibit Number 4(c) to Registrant's Registration
Statement on Form S-8, Registration Number 333-51739
(Commission file number 1-6016) and incorporated herein
by reference).
3.3 By-Laws, as amended through December 4, 1997 (Filed as
Exhibit Number 4(b) to Registrant's Registration
Statement on Form S-8, Registration Number 333-51739
(Commission file number 1-6016) and incorporated herein
by reference).
4.1 Specimen Certificate of Common Stock.
4.2 Rights Agreement, dated as of January 20, 1998, between
the Registrant and Harris Trust Company of New York
(Filed as Exhibit Number 4.1 to Registrant's
Registration Statement on Form 8-A dated
January 9, 1998 (Commission file number 1-6016) and
incorporated herein by reference).
4.3 Amended and Restated Credit Agreement, dated as of
November 11, 1996, among Registrant, MARTA
Technologies, Inc., the Banks signatories thereto, and
Bank of Montreal, as agent (filed as Exhibit Number 4
to Registrant's Form 10-Q Quarterly Report for the
quarterly period ended September 30, 1996 (Commission
file number 1-6016) and incorporated herein by
reference).
4.4 Note Purchase Agreement dated as of November 1, 1997
among the Registrant and the insurance companies
signatory thereto (filed as Exhibit 4(c) to
Registrant's 10-K Annual Report for the fiscal year
ended December 31, 1997 (Commission file number 1-6016)
and incorporated herein by reference).
Additional information concerning Registrant's long-
term debt is set forth in Note 2, "Financing," of the
Notes to Consolidated Financial Statements on page 17
of Registrant's 1997 Annual Report to Stockholders, a
copy of which is filed as Exhibit 13 to Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, incorporated herein by reference.
Other than the Credit Agreement and Note Purchase
Agreement referred to above, no instrument defining the
rights of holders of such long-term debt relates to
securities having an aggregate principal amount in
excess of 10% of the consolidated assets of Registrant
and its subsidiaries; therefore, in accordance with
paragraph (iii) of Item 4 of Item 601(b) of
Regulation S-K, the other instruments defining the
rights of holders of long-term debt are not filed
herewith. Registrant hereby agrees to furnish a copy
of any such other instrument to the Securities and
Exchange Commission upon request.
5 Form of Opinion of Rudnick & Wolfe.
24.1 Consent of Rudnick & Wolfe (included in their opinion
filed as Exhibit 5).
24.2 Consent of Coopers & Lybrand L.L.P.
25 Power of Attorney by the Directors and certain officers
of Allen Telecom Inc.
Item 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes: (i) to file, during any
period in which offers or sales are being made, a post-effective amendment
to this registration statement 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; (ii) 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; and
(iii) 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
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 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.
<PAGE>
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 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Beachwood, State of Ohio, on
May 6, 1998.
ALLEN TELECOM INC.
(Registrant)
By:/S/ MCDARA P. FOLAN, III
McDara P. Folan, III
Vice President, Secretary and
General Counsel
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.
SIGNATURE TITLE DATE
Robert G. Paul* Director, President and May 6, 1998
Chief Executive Officer
(Principal Executive Officer)
Robert A. Youdelman* Executive Vice President, May 6, 1998
Chief Financial
Officer and Assistant Secretary
(Principal Financial Officer)
James L. LePorte* Vice President, Treasurer and Controller May 6, 1998
(Principal Accounting Officer)
Philip Wm. Colburn* Chairman of the Board and Director May 6, 1998
Jill K. Conway* Director May 6, 1998
Albert H. Gordon* Director May 6, 1998
William O. Hunt* Director May 6, 1998
J. Chisholm Lyons* Vice Chairman of the Board and Director May 6, 1998
John F. McNiff* Director May 6, 1998
Charles W. Robinson* Director May 6, 1998
*By:/S/ MCDARA P. FOLAN, III
McDara P. Folan, III
As Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
3.1 Second Restated Certificate of Incorporation (Filed as
Exhibit Number 4(a) to Registrant's Registration
Statement on Form S-8, Registration Number 333-51739
(Commission file number 1-6016) and incorporated herein
by reference).
3.2 Certificate of Designation, Preferences and Rights of
Series C Junior Participating Preferred Stock (Filed as
Exhibit Number 4(c) to Registrant's Registration
Statement on Form S-8, Registration Number 333-51739
(Commission file number 1-6016) and incorporated herein
by reference).
3.3 By-Laws, as amended through December 4, 1997 (Filed as
Exhibit Number 4(b) to Registrant's Registration
Statement on Form S-8, Registration Number 333-51739
(Commission file number 1-6016) and incorporated herein
by reference).
4.1 Specimen Certificate of Common Stock.
4.2 Rights Agreement, dated as of January 20, 1998, between
the Registrant and Harris Trust Company of New York
(Filed as Exhibit Number 4.1 to Registrant's
Registration Statement on Form 8-A dated
January 9, 1998 (Commission file number 1-6016) and
incorporated herein by reference).
4.3 Amended and Restated Credit Agreement, dated as of
November 11, 1996, among Registrant, MARTA
Technologies, Inc., the Banks signatories thereto, and
Bank of Montreal, as agent (filed as Exhibit Number 4
to Registrant's Form 10-Q Quarterly Report for the
quarterly period ended September 30, 1996 (Commission
file number 1-6016) and incorporated herein by
reference).
4.4 Note Purchase Agreement dated as of November 1, 1997
among the Registrant and the insurance companies
signatory thereto (filed as Exhibit 4(c) to
Registrant's 10-K Annual Report for the fiscal year
ended December 31, 1997 (Commission file number 1-6016)
and incorporated herein by reference).
Additional information concerning Registrant's long-
term debt is set forth in Note 2, "Financing," of the
Notes to Consolidated Financial Statements on page 17
of Registrant's 1997 Annual Report to Stockholders, a
copy of which is filed as Exhibit 13 to Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, incorporated herein by reference.
Other than the Credit Agreement and Note Purchase
Agreement referred to above, no instrument defining the
rights of holders of such long-term debt relates to
securities having an aggregate principal amount in
excess of 10% of the consolidated assets of Registrant
and its subsidiaries; therefore, in accordance with
paragraph (iii) of Item 4 of Item 601(b) of
Regulation S-K, the other instruments defining the
rights of holders of long-term debt are not filed
herewith. Registrant hereby agrees to furnish a copy
of any such other instrument to the Securities and
Exchange Commission upon request.
5 Form of Opinion of Rudnick & Wolfe.
24.1 Consent of Rudnick & Wolfe (included in their opinion
filed as Exhibit 5).
24.2 Consent of Coopers & Lybrand L.L.P.
25 Power of Attorney by the Directors and certain officers
of Allen Telecom Inc.
<PAGE>
EXIBIT 4.1
48862
<TABLE>
<CAPTION>
<S><C> <C>
NUMBER SHARES
NS
</TABLE>
COMMON STOCK COMMON STOCK
INCORPORATED UNDER THE LAWS CUSIP 018091 10 8
OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFICATE IS TRANSFERABLE IN
CHICAGO, ILLINOIS OR NEW YORK, NEW YORK
ALLEN TELECOM INC.
<TABLE>
<CAPTION>
This Certifies that
<S><C>
is the owner of
</TABLE>
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE
PAR VALUE OF $1.00 PER SHARE OF
CERTIFICATE OF STOCK
ALLEN TELECOM INC., transferable on the books of the Company in person or by
duly authorized attorney upon surrender of this Certificate properly endorsed.
This Certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.
Witness the seal of the Company and the signatures of its duly authorized
officers.
Dated
MCDARA P. FOLAN, III ROBERT G. PAUL
Secretary President
COUNTERSIGNED AND REGISTERED:
HARRIS TRUST COMPANY TRANSFER AGENT
OF NEW YORK AND REGISTRAR
BY
AUTHORIZED OFFICER.
ALLEN TELECOM INC.
CORPORATE
SEAL
1969
DELAWARE
{AMERICAN BANK NOTE COMPANY}
<PAGE>
ALLEN TELECOM INC.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS, A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR
SERIES THEREOF WHICH THE COMPANY IS AUTHORIZED TO ISSUE AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH
REQUEST IS TO BE ADDRESSED TO THE COMPANY OR TO THE TRANSFER AGENT NAMED ON THE
FACE OF THIS CERTIFICATE.
This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in the Rights Agreement between Allen Telecom Inc. (the
"Company") and Harris Trust Company of New York (the "Rights Agent"), dated as
of January 7, 1988 and amended as of December 5, 1990 (the "Rights Agreement"),
the terms of which are hereby incorporated herein by reference and a copy of
which is on file at the principal offices of the Company. Under certain
circumstances, as set forth in the Rights Agreement, such rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. The Company will mail to the holder of this certificate a copy of
the Rights Agreement, as in effect on the date of mailing, without charge
promptly after receipt of a written request therefor. Under certain
circumstances set forth in the Rights Agreement, Rights issued to, or held by,
any person who is, was or becomes an Acquiring Person or any Affiliates or
Associates thereof (as such terms are defined in the Rights Agreement), whether
currently held by or on behalf of such Person or by any subsequent holder, may
become null and void.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT -- ________Custodian______
TEN ENT -as tenants by the entities (Cust) (Minor)
JT TEN -as joint tenants with right of under Uniform Gifts
survivorship and not as tenants in common Act_______________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received, __________________ hereby sell, assign and transfer
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_____________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
______________________________________________________________________________
Attorney to transfer the said stock on the books of the within named Company
with full power of substitution in the premises
Dated_________________________
AFFIX MEDALLION SIGNATURE
GUARANTEE IMPRINT BELOW
______________________________________________________
______________________________________________________
ABOVE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION SUCH AS A SECURITIES
BROKER/DEALER, COMMERCIAL BANK, TRUST COMPANY, SAVINGS
ASSOCIATION OR A CREDIT UNION PARTICIPATING IN A
MEDALLION PROGRAM APPROVED BY THE SECURITIES TRANSFER
ASSOCIATION, INC.
EXHIBIT 5
RUDNICK & WOLFE
203 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601-1293
May 6, 1998 312/368-2181
The Board of Directors
Allen Telecom Inc.
25101 Chagrin Boulevard
Beachwood, Ohio 44122-5619
Dear Gentlemen and Ms. Conway:
We have examined the registration statement on Form S-3 filed with the
Securities and Exchange Commission on or about May 6, 1998 for registration
under the Securities Act of 1933, as amended, of 261,014 shares of common
stock of Allen Telecom Inc., a Delaware corporation (the "Company"), par
value $1.00 per share ("Common Stock"), issued pursuant to the acquisition
by a subsidiary of the Company of the preemptive rights for subscription of
new shares of FOR.E.M. S.p.A., the Company's Italian subsidiary ("FOREM"),
from the minority shareholders of FOREM on May 30, 1997 (the
"Acquisition"). We have examined pertinent corporate documents and records
of the Company, including its Second Restated Certificate of Incorporation,
as amended, and its By-Laws, as amended and restated, and we are familiar
with the corporate proceedings had and contemplated in connection with the
issuance of shares of Common Stock by the Company in the Acquisition. We
have also made such other examinations as we have deemed necessary or
appropriate as a basis for the opinion hereinafter expressed.
On the basis of the foregoing, we are of the opinion that the 261,014
shares of Common Stock issued pursuant to the Acquisition have been duly
authorized, and are legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement and to the reference to our firm in the registration
statement under the caption "Legal Opinion".
Very truly yours,
RUDNICK & WOLFE
By: /S/ MARY K. KRIGBAUM
Mary K. Krigbaum, a Partner
<PAGE>
EXHIBIT 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-3 of our reports dated February 13, 1998 on our audits of the
consolidated financial statements and financial statement schedule of Allen
Telecom Inc. We also consent to the reference to our firm under the
caption "Experts."
/S/ COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
Cleveland, Ohio
May 5, 1998
<PAGE>
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer, or both, of Allen Telecom Inc., a Delaware corporation
(the "Company"), does hereby constitute and appoint Robert A. Youdelman,
James L. LePorte, III and McDara P. Folan, III with full power to each of
them to act alone, as the true and lawful attorneys and agents of the
undersigned, with full power of substitution and resubstitution to each of
said attorneys, to execute, file or deliver any and all instruments and to
do any and all acts and things which said attorneys and agents, or any of
them, deem advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any requirements or regulations of the
Securities and Exchange Commission in respect thereto, in connection with
the registration under said Securities Act of the sale of shares of common
stock of the Company by certain stockholders of the Company, which shares
were issued by the Company in connection with the acquisition by a
subsidiary of the Company of the preemptive rights for the subscription of
new shares of FOR.E.M. S.p.A. ("FOR.E.M.") from the minority shareholders
of FOR.E.M., including specifically, but without limitation of the general
authority hereby granted, the power and authority to sign his or her name
as director or officer, or both, of the Company, as indicated below
opposite his or her signature, to the registration statements and any
amendment, post-effective amendment, supplement or papers supplemental
thereto, to be filed with respect to said shares of common stock, and each
of the undersigned does hereby fully ratify and confirm all that said
attorneys and agents, or any one of them, or the substitute of any of them,
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed these
presents, this first day of May, 1998.
/S/ ROBERT G. PAUL Director, President and Chief
Robert G. Paul Executive Officer (Principal Executive
Officer)
/S/ ROBERT A. YOUDELMAN Executive Vice President-
Robert A. Youdelman Finance, Chief Financial Officer
and Assistant Secretary
(Principal Financial Officer)
/S/ JAMES L. LEPORTE, III Vice President, Treasurer and
James L. LePorte, III Controller (Principal Accounting
Officer)
/S/ PHILIP WM. COLBURN Director and
Philip Wm. Colburn Chairman of the Board
<PAGE>
/S/ JILL K. CONWAY Director
Jill K. Conway
/S/ ALBERT H. GORDON Director
Albert H. Gordon
/S/ WILLIAM O. HUNT Director
William O. Hunt
/S/ J. CHISHOLM LYONS Director and
J. Chisholm Lyons Vice Chairman of the Board
/S/ JOHN F. MCNIFF Director
John F. McNiff
/S/ CHARLES W. ROBINSON Director
Charles W. Robinson
