As filed with the Securities and Exchange Commission on July 21,
1997
Exhibit Index on Page
6
Registration No. 333-
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)
General Microwave Corporation
1997 Non-Employee Director Stock Option 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, 60,000 $8.19(1) $491,400.00(1)
$149.00
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, 1997
as
reported in the consolidated reporting system for exchange
traded
securities.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The documents listed in (a) through (c) below are incorporated
by
reference in the Registration Statement.
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended February 28, 1997 filed May 29, 1997 pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").
(b) All other reports filed by the Registrant pursuant
to
Section 13(a) or 15(d) of the Exchange Act since the end of the
fiscal
year covered by the Registrant's document referred to in (a) above.
(c) The description of the Common Stock, par value $.01
per
share, of the Registrant contained in Item 1 of the Report on Form
8-A
of the Registrant filed November 30, 1984 and declared effective on
December 17, 1984 and the information contained in Item 4 -
Submission
of Matters to a Vote of Security Holders of the Registrant's
Quarterly
Report on Form 10-Q for the quarter ended August 31, 1985, filed
October
15, 1985.
(d) All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior
to the filing of a post-effective amendment which indicates that
all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by
reference in this Registration Statement and to be a part hereof
from
the date of filing of such documents.
Item 4. Description of Securities
Not Applicable.
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 of the Registrant, is of counsel to that
firm.
Mr. Zissu owns 213,396 shares of Common Stock of the Registrant
which
represents approximately 17.7% of the outstanding Common Stock.
Mr.
Stolzar owns 200 shares of the Registrant's Common Stock.
<PAGE>
Item 6. Indemnification of Directors and Officers
Reference is made to Section 721 through 727 of the Business
Corporation Law of the State of New York under which the Registrant
is
incorporated which permit the indemnification of directors and
officers
of the Registrant under certain circumstances. In addition,
Article X
of the By-laws of the Registrant provides for indemnification by
the
Registrant of any person who is made or threatened to be made a
party to
a legal proceeding by reason of the fact that he is or was a
director,
officer or employee of the Registrant or served the Registrant in
any
capacity. In the case of lawsuits or other proceedings brought or
threatened to be brought to prosecute the rights of the Registrant,
such
indemnification shall not apply to claims, issues or matters as to
which
the person seeking indemnification is adjudged to have been liable
to
the Registrant unless and only to the extent that the court in
which the
action was brought, or, if no action was brought, any court of
competent
jurisdiction, determines that the person is entitled to indemnity.
In
case of lawsuits or similar actions against the Registrant, the
By-laws
do not apply to employees and its provisions do not provide for
indemnification where the person seeking indemnification is
adjudged to
have neither acted in good faith nor for a purpose which is
reasonably
believed to be in the best interest of the Registrant and, with
respect
to any criminal action or proceeding, has reasonable cause to
believe
his conduct was unlawful.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
See Index to Exhibits on page 6.
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;
<PAGE>
(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
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 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>
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 June 25, 1997.
General Microwave Corporation
By:s/ MITCHELL TUCKMAN
Mitchell Tuckman,
President
and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes
and appoints MICHAEL I. STOLZAR his or her true and lawful
attorney-in-
fact and agent, with full power of substitution and resubstitution,
for
him or her and in his or her name, place and stead, in any and all
capacities, to sign and to file with the Securities and Exchange
Commission and the securities regulatory authorities of the several
states registration statements, amendments or post-effective
amendments
or any and all other documents in connection therewith, in
connection
with the registration under the Securities Act of 1933, as amended,
or
the registration or qualification or exemption therefrom under any
applicable state securities laws or regulations, of shares of
common
stock, $.01 par value, of the Registrant issuable pursuant to the
Registrant's 1997 Non-Employee Director Stock Option Plan, granting
unto
said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done,
as fully to all intents and purposes as he or she might or could do
in
person, hereby ratifying and confirming all that said
attorney-in-fact
and agent or his substitute or substitutes, may lawfully do or
cause to
be done by virtue hereof.
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 June 25,
1997
(Mitchell Tuckman) (Principal Executive
Officer)
PAGE
<PAGE>
s/ ARNOLD H. LEVINE Vice President-Finance, June 25,
1997
(Arnold H. Levine) Treasurer and Chief Financial
Officer (Principal Financial
and Accounting Officer)
s/ SHERMAN A. RINKEL Director June 25,
1997
(Sherman A. Rinkel)
s/ MOE WIND Director June 25,
1997
(Moe Wind)
s/ STANLEY SIMON Director June 25,
1997
(Stanley Simon)
s/ EDMOND D. FRANCO Director June 25,
1997
(Edmond D. Franco)
s/ MICHAEL I. STOLZAR Director June 25,
1997
(Michael I. Stolzar)
s/ MICHAEL D. MAGIDSON Director June 25,
1997
(Michael D. Magidson)
Exhibit Index
Page
Number
in
Sequential
Exhibit No.
Numbering
4(i) General Microwave Corporation 1997 Non-
7
Employee Director Stock Option Plan -
5 Opinion of Zissu Gumbinger Stolzar &
15
Wasserman.
23(a) Consent of Zissu Gumbinger Stolzar &
Wasserman. This consent is contained in
Exhibit 5.
23(b) Consents of Independent Auditors.
16
<PAGE>
<PAGE>
EXHIBIT 4(i)
GENERAL MICROWAVE CORPORATION
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
ARTICLE I - Purpose of Plan
The purpose of the General Microwave Corporation 1997
Non-Employee
Director Stock Option Plan ("Plan") is to increase the ownership
interest in the Company of non-employee directors whose services
are
considered essential to the Company's continued progress, to align
such
interests with those of the shareholders of the Company and to
provide
a further incentive to serve as a director of the Company.
ARTICLE II - Definitions
Unless the context clearly indicates otherwise, the following
terms
shall have the following meanings:
2.1 "1997 Annual Meeting" means the annual meeting of
shareholders
of the Company scheduled to be held on June 25, 1997, or any
adjournment
thereof.
2.2 "Award Summary" means the award summary delivered by the
Administrator to each Non-Employee Director upon grant of an Option
under the Plan.
2.3 "Board" means the Board of Directors of General Microwave
Corporation.
2.4 "Change in Control" shall be deemed to have occurred if
(A)
any "person", as such term is used in Sections 13(d) and 14(d) of
the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
other
than the Company, any person who as of April 1, 1997 was the
"beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or
indirectly, of securities of the Company representing twenty (20%)
percent or more of the combined voting power of the Company's then
outstanding securities, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any
company
owned, directly or indirectly, by the shareholders of the Company
in
substantially the same proportions as their ownership of stock of
the
Company, is or becomes the "beneficial owner" (as defined in Rule
13d-3
under the Exchange Act), directly or indirectly, of securities of
the
Company representing twenty (20%) percent or more of the combined
voting
power of the Company's then outstanding securities; or (B) during
any
period of two consecutive years, individuals who at the beginning
of
such period constitute the Board, including for this purpose any
new
director (other than a director designated by a person who has
entered
into an agreement with the Company to effect a transaction
described in
this Section ) whose election or nomination for election by the
Company's shareholders was approved by a vote of at least
two-thirds of
the directors then still in office who were directors at the
beginning
of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a
majority
thereof.
2.5 "Company" means General Microwave Corporation.
2.6 "Exercise Period" means the date which is ten (10) years
after
the Option Grant Date of such Option.
2.7 "Fair Market Value" means, with respect to any date, the
average between the highest and lowest sale prices per Share on the
American Stock Exchange Composite Transactions Tape on such date,
provided that if there should be no sale of Shares reported on such
date
the Fair Market Value of a Share on such date shall be deemed equal
to
the average between the highest and lowest sale prices per Share on
such
Composite Tape for the last preceding date on which sales of Shares
were
reported.
2.8 "Option" means an option to purchase Shares awarded under
Article VIII which does not meet the requirements of Section 422 of
the
Internal Revenue Code of 1986, as amended, or any successor law.
2.9 "Option Grant Date" means the date upon which an Option
is
granted to a Non-Employee Director.
2.10 "Optionee" means a Non-Employee Director of the Company
to
whom an Option has been granted.
2.11 "Non-Employee Director" means a director of the Company
who is
neither an employee of the Company nor any subsidiary of the
Company.
2.12 "Plan" means the General Microwave Corporation 1997 Non-
Employee Director Stock Option Plan, as amended and restated from
time
to time.
2.13 "Shares" means shares of the Common Stock, par value $.01
per
share, of the Company. "Shareholder" and "Stockholder" and
reference to
an "annual meeting of shareholders" or "annual meeting of
stockholders"
may be used interchangeably herein.
ARTICLE III - Administration of the Plan
3.1 Administrator of Plan. The Plan shall be administered by
the
Office of the President of the Company ("Administrator").
3.2 Authority of the Administrator. Except as otherwise
provided
herein, the Administrator shall have full power and authority to
(i)
interpret and construe the Plan and to adopt such rules and
regulations
he or she shall deem necessary and advisable to implement and
administer
the Plan and (ii) designate persons to carry out his or her
responsibilities, subject to such limitations, restrictions and
conditions as he or she may prescribe, such determinations to be
made in
accordance with the Administrator's best business judgment as to
the
best interests of the Company and its shareholders and in
accordance
with the purposes of the Plan subject to applicable conditions of
Rule
16b-3 under the Securities Exchange Act of 1934, as amended ("Rule
16b-
3"). The Administrator may delegate administrative duties under
the
Plan to one or more agents as he or she shall deem necessary or
advisable.
ARTICLE IV - Awards Under the Plan
Awards in the form of Options shall be granted to Non-Employee
Directors in accordance with Article VIII. Each Option granted
under
the Plan shall be evidenced by an Award Summary.
ARTICLE V - Eligibility
Non-Employee Directors of the Company shall be eligible to
participate in the Plan in accordance with Article VIII.
ARTICLE VI - Shares Subject to the Plan
Subject to adjustment as provided in Article XI, the aggregate
number of Shares which may be issued upon the exercise of Options
shall
not exceed 60,000 Shares. To the extent an outstanding Option
expires
or terminates unexercised or is cancelled or forfeited, the Shares
subject to the expired, unexercised, cancelled or forfeited portion
of
such Option shall again be available for grants of Options under
the
Plan.
ARTICLE VII - Non-Transferability of Options
All Options under the Plan will be nontransferable and shall
not be
assignable, alienable, salable or otherwise transferable by the
Optionee
other than by will or the laws of descent and distribution except
pursuant to a domestic relations order entered by a court of
competent
jurisdiction or as otherwise determined by the Administrator.
During
the Life of the Optionee, Options under the Plan shall be
exercisable
only by him or her.
If so permitted by the Administrator, an Optionee may
designate a
beneficiary or beneficiaries to exercise the rights of the Optionee
under this Plan upon the death of the Optionee. However, any
contrary
requirement of Rule 16b-3 under the 1934 Act or any successor rule
shall
prevail over the provisions of this section.
ARTICLE VIII - Options
Each Non-Employee Director shall be granted Options, subject
to the
following terms and conditions:
8.1 Time of Grant. On the date of the 1997 Annual Meeting of
Shareholders of the Company and, thereafter, on the date of each
annual
meeting of shareholders of the Company, each person who is a Non-
Employee Director immediately after such meeting of shareholders
shall
be granted an Option to purchase 2,500 Shares. Any person elected
to
the Board subsequent to the 1997 Annual Meeting at a time other
than at
any other annual meeting of shareholders who becomes a Non-Employee
Director, upon the date of such election, shall be granted an
Option to
purchase a number of Shares determined by multiplying the number
set
forth in the preceding sentence by a fraction, the numerator of
which
shall be the number of days between the date of such election and
the
date which is the first anniversary of the date of the last
preceding
annual meeting of shareholders and the denominator of which shall
be
365.
8.2 Purchase Price. The purchase price per Share under each
Option granted pursuant to this Article shall be 100% of the Fair
Market
Value per Share on the Option Grant Date.
8.3 Option Waiting Period and Exercise Dates. The Shares
subject
to an Option may be purchased commencing on the January 1 next
following
the annual meeting of shareholders (the "Waiting Period") as
follows:
33% of such Shares commencing at the end of the Waiting
Period;
33% of such Shares commencing on the first day of the second
year
following the Waiting Period; and
34% of such Shares commencing on the first day of the third
year
following the Waiting Period.
Subject to Article IX, an Option may be exercised until the
end of
the Exercise Period. An Option, or portion thereof, may be
exercised in
whole or in part only with respect to whole Shares.
To the extent that an Option is not exercised when it becomes
initially exercisable, it shall not expire but shall be carried
forward
and shall be exercisable until the expiration of the Exercise
Period.
Partial exercise will be permitted from time to time within the
percentage limitation described above provided that no partial
exercise
may be for less than twenty (20) Shares.
Upon the occurrence of a Change in Control, the Waiting Period
shall terminate and all outstanding Options shall become
immediately
fully exercisable pursuant to the other terms and conditions of the
Option until the expiration of the Exercise Period.
8.4 Method of Exercising Option. The Options may be
exercised
from time to time by written notice to the Company, which shall
state
the election to exercise the Options and the number of shares with
respect to which the Options are being exercised, and shall be
signed by
the person exercising the Options. Such notice must be accompanied
by
a check payable to the Company in payment of the full purchase
price.
After receipt of such notice, the Company will advise the person
exercising the option of the amount of withholding tax which must
be
paid under U.S. Federal, and where applicable, U.S. state and local
law
resulting from such exercise. Upon receipt of payment of the
purchase
price and the withholding tax the Company shall, without transfer
or
issue tax to the person exercising the Options, issue a certificate
or
certificates for the number of shares covered by such notice of
exercise.
ARTICLE IX - Termination of Directorship
9.1 Termination of Service. If an Optionee ceases to be a
director of the Company other than by reason of disability,
retirement
from service on the Board, or death, each Option held by such
Optionee
may thereafter be exercised by such Optionee (or such Optionee's
executor, administrator, guardian, legal representative,
beneficiary or
similar person) solely to the extent that they were exercisable on
the
date of such termination and shall expire on the earlier of: (i)
three
(3) months from the date of such termination or (ii) expiration of
the
Exercise Period. Options which are not exercisable on the date the
Optionee ceases to be a director of the Company shall terminate.
9.2 Disability, Retirement or Death. If an Optionee ceases
to be
a director of the Company by reason of disability or retirement
from
service on the Board, each Option held by such Optionee may
thereafter
be exercised by such Optionee in accordance with the provisions of
Article VIII. If the Optionee dies following termination of
service
from the Board by reason of retirement or disability, outstanding
Options shall be exercisable to the extent that they were
exercisable on
the date of death by such Optionee's executor, administrator,
guardian,
legal representative, beneficiary or similar person and shall
expire on
the earlier of: one year following the date of death or expiration
of
the Exercise Period. If the Optionee ceases to be a director as a
result of death after the expiration of the Waiting Period for an
Option
award, such Option shall be immediately vested and exercisable by
the
Optionee's legal representative at any time within one year of the
Optionee's death but in no event after the expiration of the
Exercise
Period. Options which are not exercisable on the date the Optionee
ceases to be a director of the Company in accordance with the
foregoing
shall terminate.
ARTICLE X - Amendment and Termination
The Board may amend the Plan from time to time or terminate
the
Plan at any time; provided, however, that no action authorized by
this
Article shall adversely change the terms and conditions of an
outstanding Option without the Optionee's consent and, subject to
Article XI, the number of Shares subject to an Option granted under
Article VIII, the purchase price therefor, the date of grant of any
such
Option and the termination provisions relating to such Option,
shall not
be amended more than once every six (6) months, other than to
comply
with changes in the Internal Revenue Code of 1986, as amended, or
any
successor law, or the Employee Retirement Income Security Act of
1974,
as amended, or any successor law, or the rules and regulations
thereunder.
ARTICLE XI - Adjustment Provisions
11.1 If the Company shall at any time change the number of
issued
Shares without new consideration to the Company (such as by stock
dividend, stock split, recapitalization, reorganization, exchange
of
shares, liquidation, combination or other change in corporate
structure
affecting the Shares) or make a distribution of cash or property
which
has a substantial impact on the value of issued Shares, the total
number
of Shares reserved for issuance under the Plan shall be
appropriately
adjusted and the number of Shares covered by each outstanding
Option and
the purchase price per Share under each outstanding Option shall be
adjusted so that the aggregate consideration payable to the Company
and
the value of each such Option shall not be changed.
11.2 Notwithstanding any other provision of the Plan, and
without
affecting the number of Shares reserved or available hereunder, the
Administrator shall authorize the issuance, continuation or
assumption
of outstanding Options or provide for other equitable adjustments
after
changes in the Shares resulting from any merger, consolidation,
sale of
assets, acquisition of property or stock, recapitalization,
reorganization or similar occurrence in which the Company is the
continuing or surviving corporation, upon such terms and conditions
as
it may deem necessary to preserve their rights under the Plan.
11.3 In the case of any sale of assets, merger, consolidation
or
combination of the Corporation with or into another corporation
other
than a transaction in which the Company is the continuing or
surviving
corporation and which does not result in the outstanding Shares
being
converted into or exchanged for different securities, cash or other
property, or any combination thereof (an "Acquisition"), any Non-
Employee Director who holds an outstanding Option shall have the
right
(subject to the provisions of the Plan and any limitation
applicable to
the Option) thereafter and during the term of the Option, to
receive
upon exercise thereof the Acquisition Consideration (as defined
below)
receivable upon the Acquisition by a holder of the number of Shares
which would have been obtained upon exercise of the Option or
portion
thereof, as the case may be, immediately prior to the Acquisition.
The
term "Acquisition Consideration" shall mean the kind and amount of
shares of the surviving or new corporation, cash, securities,
evidence
of indebtedness, other property or any combination thereof
receivable in
respect of one Share of the Company upon consummation of an
Acquisition.
ARTICLE XII - Effective Date
The Plan shall be submitted to the shareholders of the Company
for
adoption in accordance with the provisions of Section 505 of the
Business Corporation Law of the State of New York and, if adopted
by a
majority of all outstanding shares entitled to vote thereon at the
1997
annual meeting of stockholders, shall become effective as of the
date of
adoption by shareholders of the Company.
ARTICLE XIII - Miscellaneous Provisions
13.1 Governing Law. The validity, construction and effect of
the
Plan and any actions taken or relating to the Plan shall be
determined
in accordance with the laws of the State of New York and applicable
Federal law.
13.2 Successors and Assigns. The Plan shall be binding on
all
successors and permitted assigns of a Non-Employee Director,
including,
without limitation, the estate of such Non-Employee Director and
the
executor, administrator or trustee of such estate, or any receiver
or
trustee in bankruptcy or representative of the Non-Employee
Director's
creditors.
13.3 General Restriction. Each Option shall be subject to
the
requirement that, if at any time the Administrator shall determine,
in
its sole discretion, that the listing, registration or
qualification of
any Option under the Plan upon any securities exchange or under any
state or federal law, or the consent or approval of any government
regulatory body, is necessary or desirable as a condition of, or in
connection with, the granting of such Options or the grant or
settlement
thereof, such Option may not be exercised or settled in whole or in
part
unless such listing, registration, qualification, consent or
approval
shall have been effected or obtained free of any conditions not
acceptable to the Administrator.
13.4 Future Rights. No Non-Employee Director shall have any
claim
or rights to be granted an Option under the Plan, and no
Non-Employee
Director shall have any rights by reason of the grant of any
Options
under the Plan to continue as a Director for any period of time, or
at
any particular rate of compensation.
13.5 Rights as a Shareholder. A Non-Employee Director shall
have
no rights as a shareholder with respect to shares covered by
Options
granted hereunder until the date of issuance of a stock certificate
therefor, and no adjustment will be made for dividends or other
rights
for which the record date is prior to the date such certificate is
issued.
13.6 Fractions of Shares. The Company shall not be required
to
issue fractions of shares. Whenever under the terms of the Plan a
fractional share would be required to be issued the Optionee shall
be
paid in cash for such fractional share based upon Fair Market Value
at
the time of exercise of the Option.
<PAGE>
<PAGE>
EXHIBIT 5
June 25,
1997
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 60,000 shares of Common Stock of General Microwave
Corporation, you have asked our opinion with respect to the
proposed
issuance of up to 60,000 shares of Common Stock (par value $.01 per
share) of General Microwave Corporation to be issued pursuant to
the
General Microwave Corporation 1997 Non-Employee Director Stock
Option
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
1997
Non-Employee Director Stock Option 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
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<PAGE>
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 21, 1997,
incorporated
herein by reference, which is based partially upon the report of
other
auditors.
s/ KPMG PEAT MARWICK LLP
Jericho, New York
July 8, 1997
<PAGE>
<PAGE>
EXHIBIT 23(b)
Independent Auditors' Consent
The shareholders 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, 1997 (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 28, 1997.
s/ IGAL BRIGHTMAN & CO.
Certified Public Accountants
July 7, 1997
<PAGE>
<PAGE>
