Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Anaren Microwave, Inc.
(Exact Name of registrant as specified in its charter)
New York 16-0928561
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6635 Kirkville Road
East Syracuse, New York 13057
(Address of Principal Executive Offices) (Zip Code)
ANAREN MICROWAVE, INC.
INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
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Hugh A. Hair
Chairman and Chief Executive Officer
Anaren Microwave, Inc.
6635 Kirkville Road
P.O. Box 178
East Syracuse, New York 10357
(Name and address of agent for service)
(315) 432-8909
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Offering Registra-
be Registered Registered (1) Per Share Price tion Fee (2)
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Common Stock 400,000 $6.31 $2,524,000 $505
($.01 par value) Shares
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Notes:
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares of
Common Stock stated above, an indeterminate number of shares which by
reason of certain events specified in the registrant's Incentive Stock
Option Plan (the "Plan") may become subject to the Plan.
(2) Solely for purposes of calculating the registration fee, and in accordance
with Rule 457(c), the 400,000 shares which may be the subject of stock
options to be granted in the future are deemed to be offered at $6.31 per
share, the average of the high and low prices reported by the National
Association of Securities Dealers Automated Quotation System, National
Market as of April 30, 1996.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Anaren Microwave, Inc. (the
"Registrant") with the Securities and Exchange Commission ("the Commission") and
are hereby incorporated by reference in this Registration Statement:
1. the registrant's Annual Report on Form 10-K for the fiscal year
ended July 1, 1995; and
2. all other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities and Exchange Act of 1934 since the end of the
fiscal year covered by the Annual Report referred to above, including: the
registrant's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1995 and December 31, 1995.
All documents subsequently filed by the registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") prior to the filing of a post-effective
amendment which indicates that all securities offered 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
thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Common stock of the registrant.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrants's by-laws provide that the registrant shall indemnify any
director or officer for all liabilities (including, but not limited to,
reasonable costs, expenses, attorney's fees, and obligations for payment in
settlement and final judgment) incurred by or imposed upon him in the
preparation, conduct or compromise, or as a result of any actual or threatened
action, suit, or proceeding by or in the right of the registrant to procure a
judgment in its favor by reason of the fact that he is or was serving as a
director or officer of the registrant, or that such director or officer, at the
request of the registrant,is or was serving any other enterprise in any such
capacity, if such director or officer acted in good faith for a purpose which he
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reasonably expected to be in or not opposed to the best interests of the
registrant, except that no indemnification shall be made in respect to (a) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (b) any claim, issue or matter as to which such person shall have been
adjudged to be liable to the registrant, unless such indemnification is ordered
by a court of competent jurisdiction.
Reference is also made to the provisions of Sections 721 through 726 of the
New York Business Corporation Law which permit the indemnification of the
Company's officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this Registration
Statement:
5 and 23 Opinion of Saiber Schlesinger Satz & Goldstein regarding
legality of securities being registered and Consent
of Counsel included therein.
23 Consent of KPMG Peat Marwick, LLP, Independent Public
Accountants.
ITEM 9. UNDERTAKINGS.
I. 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 (except to the extent
the information required to be included by clauses (i) or (ii) is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference into this
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.
(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
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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.
(4) 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 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.
(5) 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.
II. In accordance with the undertakings described above in section I.(1) of this
Item 9, the registrant sets forth the following:
The registrant recorded sales of $4,101,685 and a net loss of
$(1,197,795) for the third quarter ended March 31, 1996. These figures
compare to sales of $4,684,707 and a net loss of $(124,272) for the
comparable period of the prior year. The loss per share for the third
quarter was $(.30) compared to a loss per share of $(.04) for the third
quarter of last year.
Net sales for the 9 month period ended March 31, 1996, were
$12,992,779, up 10 percent from net sales of $11,794,489 for the 9 months
ended April 1, 1995. The net loss for the 9 month period ended March 31,
1996 was $(1,121,004) or $(.28) per share, compared to a net loss of
$(2,746,534) or $(.67) per share for the comparable period of the prior
fiscal year.
Included in the results for both the 9 months and 3 months ended March
31, 1996 was a third quarter restructuring charge against income of
$810,000 resulting from a provision for the costs associated with a
management buyout and liquidation of the registrant's EW Simulator business
at its foreign subsidiary in England. This charge, which includes
provisions for the writedown of EW Simulator assets to realizable value,
legal and professional fees and costs to complete an existing EW Simulator
contract in excess of expected revenue, reduced earnings for both the 3
months and 9 months ended March 31, 1996 by $810,000, or $(.20) per share.
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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 the City of Syracuse, State of New York on May 3, 1996.
ANAREN MICROWAVE, INC.
By: /s/ Hugh A. Hair
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Hugh A. Hair
Chairman 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 dates indicated.
Signature Title Date
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/s/Hugh A. Hair Chairman and
- --------------------- Chief Executive Officer May 3, 1996
Hugh A. Hair (Principal Executive
Officer)
/s/Carl W. Gerst, Jr.
- --------------------- Vice Chairman, Chief May 3, 1996
Carl W. Gerst, Jr. Technical Officer,
Treasurer
/s/Joseph E. Porcello
- --------------------- Vice President of May 3, 1996
Joseph E. Porcello of Finance and
Controller
(Principal Financial
and Accounting Officer)
/s/Lawrence A. Sala
- --------------------- Director May 3, 1996
Lawrence A. Sala
/s/William J. Mackay
- --------------------- Director May 3, 1996
William J. Mackay
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Signature Title Date
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/s/Dale F. Eck
- --------------------- Director May 3, 1996
Dale F. Eck
/s/Abraham Manber
- --------------------- Director May 3, 1996
Abraham Manber
/s/Herbert I. Corkin
- --------------------- Director May 3, 1996
Herbert I. Corkin
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INDEX TO EXHIBITS
Exhibits
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5 and 23 Opinion of Saiber, Schlesinger Satz & Goldstein regarding legality
of securities being registered and Consent of Counsel included
therein.
23 Consent of KPMG Peat Marwick LLP, Independent Public Accountants.
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Exhibits 5 and 23
Opinion of Saiber Schlesinger Satz & Goldstein and Consent
Saiber Schlesinger Satz & Goldstein
Attorneys At Law
One Gateway Center, 13th Floor
Newark, New Jersey 07102-5311
Telephone (201) 622-3333
Telecopier (201) 622-3349
May 3, 1996
Anaren Microwave, Inc.
6635 Kirkville Road
East Syracuse, New York 13057
Dear Sirs:
We have acted as your counsel in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") being filed by
you with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to the 400,000 shares of Common Stock, $.01 par
value (the "Common Stock"), of Anaren Microwave, Inc., a New York corporation
(the "Company") which are issuable pursuant to stock options (each, an "Option")
granted and to be granted pursuant to the Company's Incentive Stock Option Plan
(the "Plan").
We advise you that, in our opinion, upon the issuance of Common Stock
pursuant to an Option in accordance with the terms of the Plan, and in each case
upon payment to the Company of any price for such Common Stock in accordance
with the terms of the Plan, the shares of the Common Stock so issued will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the aforesaid Registration Statement.
Very truly yours,
/s/Robert Beller
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Exhibit 23
Independent Auditor's Consent
The Board of Directors
Anaren Microwave, Inc.
We consent to the incorporation by reference in the registration statement for
Anaren Microwave, Inc. Incentive Stock Option Plan on Form S-8 of Anaren
Microwave, Inc. of our report dated August 18, 1995, relating to the
consolidated balance sheets of Anaren Microwave, Inc. and subsidiaries as of
July 1, 1995 and July 2, 1994, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three-year period ended July 1, 1995, which report appears in the July 1, 1995
annual report on Form 10-K of Anaren Microwave, Inc.
Our report included an explanatory paragraph referring to the Company's changes
in its methods of accounting for post retirement benefits other than pensions
and income taxes.
/s/KPMG Peat Marwick LLP
Syracuse, New York
April 30, 1996
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