Exhibit Index on Page
6
Registration No.:
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GENERAL MICROWAVE CORPORATION
(Exact name of issuer as specified in its charter)
New York 11-1956350
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
5500 New Horizons Boulevard, Amityville, New York
11701
(Address of Principal Executive Offices) (Zip
Code)
Employee Stock Purchase Plan
(Full title of the plan)
Michael I. Stolzar, Esq.
Zissu Gumbinger Stolzar & Wasserman
950 Third Avenue
New York, New York 10022
(Name and address of agent for service)
(212) 371-3900
Telephone number, including area code, of agent for service
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum
Amount of
to be Amount to be Offering Price Aggregate
Registration
Registered Registered Per Share Offering Price
Fee
Common Stock, 59,201 $5.64 (1) $333,376 (1)
$115.00
par value $.01
per share
(1) Pursuant to Rule 457(h), estimated for purposes of calculating
the
registration fee only. Such estimate is based upon the
average of the
high and low sales prices of the Common Stock on July 16, 1996
as
reported in the consolidated reporting system for exchange
traded
securities.
Page 1 of 10
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Except as otherwise indicated below, the contents of
Registration
Statement on Form S-8, file number 33-15327 of General Microwave
Corporation relating to its Employee Stock Purchase Plan are
incorporated by reference herein. The items required to be
included in
the Registration Statement which are stated below are not
incorporated
by reference.
Item 5. Interests of Named Experts and Counsel
Legal matters in connection with this Registration
Statement
have been passed upon by Zissu Gumbinger Stolzar & Wasserman,
General
Counsel to the Registrant. Michael I. Stolzar, Director, Secretary
and
Assistant Treasurer of the Registrant, is a partner in the firm of
Zissu
Gumbinger Stolzar & Wasserman. Frederick Zissu, Chairman Emeritus
of
the Board of Directors and a director of the Registrant, is of
counsel
to that firm. Mr. Zissu owns 213,396 shares of Common Stock of the
Registrant which represents approximately 17.8% of the outstanding
Common Stock. Mr. Stolzar owns 200 shares of the Registrant's
Common
Stock.
Item 8. Exhibits
The following exhibits are filed with or incorporated by
reference
into this registration statement.
3(a) Certificate of Incorporation of General
Microwave Corporation dated June 13, 1960 -
Incorporated by reference to Annual Report
on Form 10-K for the fiscal year ended
February 28, 1995.
3(b) Certificate of Amendment of Certificate
of Incorporation of General Microwave
Corporation dated December 21, 1961 -
Incorporated by reference to Annual Report
on Form 10-K for the fiscal year ended
February 28, 1995.
3(c) Certificate of Change of General Microwave
Corporation dated September 24, 1981 -
Incorporated by reference to Annual Report
on Form 10-K for the fiscal year ended
February 28, 1995.
3(d) Certificate of Amendment of Certificate
of Incorporation of General Microwave
Corporation dated June 25, 1985 -
Incorporated by reference to Annual Report
on Form 10-K for the fiscal year ended
February 28, 1995.
Page 2 of 10
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3(e) Certificate of Change of General Microwave
Corporation dated June 24, 1986 -
Incorporated by reference to Annual Report
on Form 10-K for the fiscal year ended
February 28, 1995.
3(f) Certificate of Amendment of Certificate
of Incorporation of General Microwave
Corporation dated June 28, 1988 -
Incorporated by reference to Annual Report
on Form 10-K for the fiscal year ended
February 28, 1995.
3(g) By-laws of General Microwave Corporation -
Incorporated by reference to Annual Report
on Form 10-K for the fiscal year ended
February 28, 1995.
4(i) Employee Stock Purchase Plan, as amended -
Incorporated by reference to Proxy Statement
for the 1996 Annual Meeting of Stockholders.
5 Opinion of Zissu Gumbinger Stolzar &
Wasserman.
23(a) Consent of Zissu Gumbinger Stolzar &
Wasserman. This consent is contained in
Exhibit 5.
23(b) Consents of Independent Auditors.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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;
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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
Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under
the Securities Act of 1933, each such post-effective amendment
shall be
deemed to be a new registration statement relating to the
securities
offered therein, and the offering of such securities at that time
shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective
amendment any of the securities being registered which remain
unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
the
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 Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this 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) Reference is made to the information incorporated by
reference
into Item 6 of this Registration Statement.
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 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 issued.
Page 4 of 10
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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 Amityville, State of New
York, on July 16, 1996.
General Microwave Corporation
By:s/ MITCHELL TUCKMAN
Mitchell Tuckman,
President
and Chief Executive
Officer
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 date indicated.
Signatures Title Date
s/ MITCHELL TUCKMAN President and Director July 16,
1996
(Mitchell Tuckman) (Principal Executive
Officer)
s/ ARNOLD H. LEVINE Vice President-Finance, July 16,
1996
(Arnold H. Levine) Treasurer and Chief Financial
Officer (Principal Financial
and Accounting Officer)
Director July 16,
1996
(Frederick Zissu)
s/ SHERMAN A. RINKEL Director July 16,
1996
(Sherman A. Rinkel)
s/ MOE WIND Director July 16,
1996
(Moe Wind)
s/ STANLEY SIMON Director July 16,
1996
(Stanley Simon)
Director July 16,
1996
(Edmond D. Franco)
s/ MICHAEL I. STOLZAR Director July 16,
1996
(Michael I. Stolzar)
Page 5 of 10
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Exhibit Index
Page
Number
in
Sequential
Exhibit No.
Numbering
3(a) Certificate of Incorporation of General
*
Microwave Corporation dated June 13, 1960 -
Incorporated by reference to Annual Report
on Form 10-K for the fiscal year ended
February 28, 1995.
3(b) Certificate of Amendment of Certificate
*
of Incorporation of General Microwave
Corporation dated December 21, 1961 -
Incorporated by reference to Annual Report
on Form 10-K for the fiscal year ended
February 28, 1995.
3(c) Certificate of Change of General Microwave
*
Corporation dated September 24, 1981 -
Incorporated by reference to Annual Report
on Form 10-K for the fiscal year ended
February 28, 1995.
3(d) Certificate of Amendment of Certificate
of Incorporation of General Microwave
*
Corporation dated June 25, 1985 -
Incorporated by reference to Annual Report
on Form 10-K for the fiscal year ended
February 28, 1995.
3(e) Certificate of Change of General Microwave
*
Corporation dated June 24, 1986 -
Incorporated by reference to Annual Report
on Form 10-K for the fiscal year ended
February 28, 1995.
3(f) Certificate of Amendment of Certificate
*
of Incorporation of General Microwave
Corporation dated June 28, 1988 -
Incorporated by reference to Annual Report
on Form 10-K for the fiscal year ended
February 28, 1995.
3(g) By-laws of General Microwave Corporation -
*
Incorporated by reference to Annual Report
on Form 10-K for the fiscal year ended
February 28, 1995.
___________________________
* Incorporated by reference
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4(i) Employee Stock Purchase Plan, as amended -
*
Incorporated by reference to Proxy Statement
for the 1996 Annual Meeting of Stockholders.
5 Opinion of Zissu Gumbinger Stolzar &
8
Wasserman.
23(a) Consent of Zissu Gumbinger Stolzar &
8
Wasserman. This consent is contained in
Exhibit 5.
23(b) Consents of Independent Auditors.
9
___________________________
* Incorporated by reference
Page 7 of 10
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EXHIBIT 5
July 16,
1996
General Microwave Corporation
5500 New Horizons Boulevard
Amityville, New York 11701
Gentlemen:
In connection with a Registration Statement on Form S-8
to be
filed with the Securities and Exchange Commission for the purpose
of
registering 59,201 shares of Common Stock of General Microwave
Corporation, you have asked our opinion with respect to the
proposed
issuance of up to 59,201 shares of Common Stock (par value $.01 per
share) of General Microwave Corporation to be issued pursuant to
the
General Microwave Corporation's Employee Stock Purchase Plan.
In connection therewith, we have examined all of the
relevant
corporate records and other instruments relating to the
incorporation
and corporate existence of General Microwave Corporation and other
relevant books and records. Based on our examination, it is our
opinion
that the following statements are true:
1. The shares of Common Stock to which the Registration
Statement relates have been duly authorized for issuance.
2. Upon the effectiveness of the Registration Statement
and
the purchase of shares pursuant to General Microwave Corporation's
Employee Stock Purchase Plan, any shares issued pursuant thereto,
when
issued, will be validly issued, fully paid and non-assessable
shares of
stock of General Microwave Corporation and no personal liability
will
attach to the holders of such shares under the laws of the State of
New
York, General Microwave Corporation's state of incorporation.
We hereby consent to the inclusion of our opinion as an
exhibit to the Registration Statement described above.
Very truly yours,
s/ ZISSU GUMBINGER STOLZAR &
WASSERMAN
Page 8 of 10
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EXHIBIT 23(b)
Independent Auditors' Consent
The Stockholders and Board of Directors
General Microwave Corporation
We consent to the use of our report dated May 10, 1996 incorporated
herein by reference, which is based partially upon the report of
other
auditors.
s/ KPMG PEAT MARWICK LLP
Jericho, New York
July 16, 1996
Page 9 of 10
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EXHIBIT 23(b)
Independent Auditors' Consent
The Stockholders and Board of Directors
General Microwave Corporation
We consent to the incorporation by reference in this registration
statement of General Microwave Corporation on Form S-8 of our
report
dated May 20, 1996 (relating to the financial statements of General
Microwave (Israel) Corporation and subsidiary not included herein)
appearing in the annual report on Form 10-K of General Microwave
Corporation for the year ended February 29, 1996.
s/ IGAL BRIGHTMAN & CO.
July 16, 1996
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