Exhibit Index on Page
5
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)
1990 Stock Option Plan
(Full title of the plan)
Michael I. Stolzar, Esq.
Zissu Gumbinger & Stolzar LLP
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, 50,000 $10.00 (1) $500,000.00 (1)
$147.50
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 1, 1998
as
reported in the consolidated reporting system for exchange
traded
securities.
Page 1 of 8
PAGE
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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 33-35631 and 33-81176 of General
Microwave Corporation relating to its 1990 Stock Option 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 LLP, 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 LLP. Frederick Zissu, Chairman Emeritus of the
Board of Directors of the Registrant, is of counsel to that firm.
Mr.
Zissu presently owns 213,396 shares of Common Stock of the
Registrant
which represents approximately 17.6% of the outstanding Common
Stock.
Mr. Stolzar owns 200 shares of the Registrant's Common Stock and
options
to purchase 5,000 shares of the Registrant's Common Stock granted
to him
pursuant to the Registrant's 1997 Non-Employee Director Stock
Option
Plan.
Item 8. Exhibits
See Index to Exhibits on page 5.
Page 2 of 8
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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 June 23, 1998.
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 1990 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 23,
1998
(Mitchell Tuckman) (Principal Executive
Officer)
s/ Arnold H. Levine Vice President-Finance, June 23,
1998
(Arnold H. Levine) Treasurer, Chief Financial
Officer and Director
(Principal Financial
and Accounting Officer)
s/ Sherman A. Rinkel Director June 23,
1998
(Sherman A. Rinkel)
Page 3 of 8
s/ Moe Wind Director June 23,
1998
(Moe Wind)
s/ Stanley Simon Director June 23,
1998
(Stanley Simon)
s/ Edmond D. Franco Director June 23,
1998
(Edmond D. Franco)
s/ Michael I. Stolzar Director June 23,
1998
(Michael I. Stolzar)
s/ Michael D. Magidson Director June 23,
1998
(Michael D. Magidson)
s/ Rozalie Schachter Director June 23,
1998
(Rozalie Schachter)
Page 4 of 8
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Exhibit Index
Page
Number
in
Sequential
Exhibit No.
Numbering
4(i) 1990 Stock Option Plan, as amended
*
Incorporated by reference to Combined
Notice of Meeting and Proxy Statement
for 1998 Annual Meeting of Stockholders
filed on June 1, 1998.
4(d)(2) Form Incentive Stock Option Agreement for
*
use pursuant to 1990 Stock Option Plan -
Incorporated by reference to Annual Report
on Form 10-K for the fiscalyear ended
February 28, 1994.
5 Opinion of Zissu Gumbinger & Stolzar LLP.
6
23(a) Consent of Zissu Gumbinger & Stolzar LLP.
This consent is contained in Exhibit 5.
23(b) Consents of Independent Auditors.
7-8
24 Power of Attorney.
3
___________________________
* Incorporated by reference
Page 5 of 8
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EXHIBIT 5
June 23,
1998
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 50,000 shares of Common Stock of General Microwave
Corporation, you have asked our opinion with respect to the
proposed
issuance of up to 50,000 shares of Common Stock (par value $.01 per
share) of General Microwave Corporation to be issued pursuant to
the
General Microwave Corporation 1990 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's
1990
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 LLP
Page 6 of 8
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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 11, 1998,
incorporated
herein by reference, which is based partially upon the report of
other
auditors.
s/ KPMG PEAT MARWICK LLP
Jericho, New York
July , 1998
Page 7 of 8
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EXHIBIT 23(b)
Independent Auditors' Consent
We consent to the incorporation by reference in this registration
statement of General Microwave Corporation on Form S-8 of our
report
dated May 11, 1998 (relating to the financial statements of General
Microwave (Israel) Corporation and Subsidiary not included therein)
appearing in the annual report on Form 10-K of General Microwave
Corporation for the year ended February 28, 1998.
s/ IGAL BRIGHTMAN & CO.
Certified Public Accountants
Jerusalem
July 2, 1998
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