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As filed with the Securities and Exchange Commission on June 17, 1999
Registration No. 333-________
- --------------------------------------------------------------------------------
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)
<TABLE>
<S> <C>
DELAWARE 38-0290950
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
</TABLE>
25101 Chagrin Boulevard, Beachwood, Ohio 44122
(Address of Principal Executive Offices Including Zip Code)
INDIVIDUAL STOCK OPTION AGREEMENTS
BETWEEN ALLEN TELECOM INC. AND CERTAIN DIRECTORS
(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 206,000 $9.03 $1,854,000 $515.41
Preferred Stock Purchase
Rights 206,000
================================================================================================================================
</TABLE>
(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 Allen Telecom Inc. 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 the individual stock option agreements between Allen
Telecom Inc. and certain directors.
(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 June 11, 1999, within five
business days prior to filing.
Exhibit Index Appears on Page 6
Page 1 of 8
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Part II
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents previously filed by Allen Telecom Inc. (the
"Registrant") with the Securities and Exchange Commission ("Commission") are
incorporated herein by reference:
(a) Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
(b) Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999;
(c) Registrant's Current Report on Form 8-K dated March 1, 1999;
and
(d) The description of the Common Stock contained in the
Registrant's Registration Statement on Form S-3 filed by the
Registrant on May 6, 1998 and declared effective on May 29,
1998 (Registration No. 33-51969) and the description of the
Rights contained in the Registrant's Registration Statement on
Form 8-A filed January 9, 1998 (File No. 1-6016) and any
amendment or report filed for the purpose of updating such
descriptions.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold shall be deemed
to be incorporated herein by reference and to be 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 deemed to be modified or
superseded for the purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the General Corporation Law of Delaware permits
indemnification of directors, officers, employees and agents of a corporation
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement of litigation under certain conditions and subject to certain
limitations.
The By-Laws, as amended and restated, and the Second Restated
Certificate of Incorporation of the Registrant provide that directors and
officers shall be indemnified against liabilities arising from their service as
directors and officers to the fullest extent permitted by law.
The Registrant maintains, at its expense, a policy of insurance which
insures its directors and officers, subject to certain exclusions or deductions
as are usual in such insurance policies, against certain liabilities which may
be incurred in those capacities. The Registrant has also entered into agreements
which provide for the indemnification of its directors and certain officers
against such liabilities to the fullest extent permitted by law.
Item 7. Exemption from Registration Claims
----------------------------------
Not Applicable.
Page 2 of 8
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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 February 16, 1999
(filed as Exhibit 3(b) to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 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).
4(e) Form of Non-Qualified Option to Purchase Stock granted to
certain directors of the Registrant on February 19, 1997,
February 16, 1999 and April 30, 1999 (filed as Exhibit Number
10(q) to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1996 (Commission file number 1-6016)
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, 1998.
23(b) Consent of Counsel (included in Exhibit 5).
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;
(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 paragraphs (a)(1)(i) and (a)(1)(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 Exchange Act that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant
Page 3 of 8
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to Section 15(d) of the Exchange Act) 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 in the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 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 of 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-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 June 16, 1999.
ALLEN TELECOM INC.
By: /s/ Robert G. Paul
-----------------------------------------------------
Robert G. Paul, President and Chief Executive Officer
Page 4 of 8
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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 Officer) June 16, 1999
Robert G. Paul
/s/ Robert A. Youdelman Executive Vice President, Chief June 16, 1999
- ------------------------------------------ Financial Officer and Assistant
Robert A. Youdelman Secretary (Principal Financial Officer)
/s/ James L. LePorte, III Vice President - Finance and Controller June 16, 1999
- ------------------------------------------ (Principal Accounting Officer)
James L. LePorte, III
/s/ Philip Wm. Colburn Chairman of the Board and Director June 16, 1999
- ------------------------------------------
Philip Wm. Colburn
/s/ Jill K. Conway Director June 16, 1999
- ------------------------------------------
Jill K. Conway
/s/ J. Chisholm Lyons Vice Chairman of the Board and June 16, 1999
- ------------------------------------------ Director
J. Chisholm Lyons
/s/ John F. McNiff Director June 16, 1999
- ------------------------------------------
John F. McNiff
/s/ Charles W. Robinson Director June 16, 1999
- ------------------------------------------
Charles W. Robinson
/s/ Martyn F. Roetter Director June 16, 1999
- ------------------------------------------
Martyn F. Roetter
/s/ Gary B. Smith Director June 16, 1999
- ------------------------------------------
Gary B. Smith
</TABLE>
Page 5 of 8
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EXHIBIT INDEX
-------------
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 February 16, 1999
(filed as Exhibit 3(b) to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 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).
4(e) Form of Non-Qualified Option to Purchase Stock granted to
certain directors of the Registrant on February 19, 1997,
February 16, 1999 and April 30, 1999 (filed as Exhibit Number
10(q) to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1996 (Commission file number 1-6016)
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, 1998.
23(b) Consent of Counsel (included in Exhibit 5).
Page 6 of 8
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Exhibit 5
[ALLEN TELECOM INC. LETTERHEAD]
June 16, 1999
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, DC 20549
Re: Allen Telecom Inc. Option Agreements
------------------------------------
Ladies and Gentlemen:
I have acted as counsel for Allen Telecom Inc., a Delaware corporation
(the "Registrant"), in connection with the stock option agreements between
Registrant and certain directors of the Registrant (the "Option Agreements"). 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 the Registrant's Common Stock, $1.00 par value per share (the "Common
Stock") that may be issued or transferred and sold pursuant to the authorized
form of Option Agreement, will be, when issued or transferred and sold in
accordance with the form of Option Agreement, 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.
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
Vice President, Secretary & General Counsel
Page 7 of 8
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Exhibit 23 (a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 16, 1999, except as to paragraph 5 of
Note 9, which is as of March 1, 1999, on our audits of the consolidated
financial statements and financial statement schedule of Allen Telecom Inc.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Cleveland, Ohio
June 15, 1999
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