As filed with the Securities and Exchange Commission on January 11, 1999
Registration No. 333-_________
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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
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 No.)
6635 Kirkville Road, East Syracuse, New York 13057
(Address of Principal Executive Offices) (Zip Code)
Anaren Microwave, Inc. 1989 Nonstatutory Stock Option Plan
(Full title of the plan)
Lawrence A. Sala, President and Chief Executive Officer
6635 Kirkville Road, East Syracuse, New York 13057
(Name and address of agent for service)
(315) 432-8909
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share* price* fee
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Common Stock, $.01 par 150,000 shares $21.50 $3,225,000.00 $951.38
value per share
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* Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee and based upon the average high and low prices reported by the
Nasdaq National Market on January 5, 1999.
Exhibit Index on page 2.
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Page 1 of 5
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is filed pursuant to Item E of the General
Instructions for Form S-8 to register additional shares of Common Stock for
offer and sale under the Anaren Microwave, Inc. 1989 Nonstatutory Stock Option
Plan, for which a Registration Statement on Form S-8 (Registration No. 33-36761)
is already effective. Except to the extent that exhibits are filed herewith, the
contents of the Registrant's Registration Statement on Form S-8 (No. 33-36761)
are hereby incorporated by reference.
Item 8. Exhibits.
5.1 Opinion of Bond, Schoeneck & King, LLP as to the validity of certain
shares being registered.
23.1 Consent of KPMG LLP
23.2 Consent of Bond, Schoeneck & King, LLP (included in Exhibit 5.1).
24 Power of Attorney (included at page 4 of this Registration
Statement).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
1. (a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement 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.
(b) 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.
(c) 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.
Page 2 of 5
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2. 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
3. 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.
Page 3 of 5
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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 the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in East Syracuse, New York on the 11th day of January, 1999.
ANAREN MICROWAVE, INC.
By: /s/ Lawrence A. Sala
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Lawrence A. Sala
President and Chief Executive Officer
Each person whose signature appears below hereby authorizes Lawrence A.
Sala, as attorney-in-fact, to execute in the name of such person and to file
this registration statement (including any changes that he may deem necessary or
appropriate) and any amendments, including post-effective amendments, hereto.
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
--------- ----- ----
/s/ Lawrence A. Sala President and January 11, 1999
- --------------------------- Chief Executive Officer
Lawrence A. Sala (Principal Executive Officer)
/s/ Joseph E. Porcello Vice President of Finance January 11, 1999
- --------------------------- (Principal Financial and
Joseph E. Porcello Accounting Officer)
/s/ Hugh A. Hair Chairman of the Board January 11, 1999
- ---------------------------
Hugh A. Hair
/s/ Carl W. Gerst Vice Chairman of the Board January 11, 1999
- ---------------------------
Carl W. Gerst
/s/ Herbert I. Corkin Director January 11, 1999
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Herbert I. Corkin
/s/ Dale F. Eck Director January 11, 1999
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Dale F. Eck
/s/ Abraham Manber Director January 11, 1999
- ---------------------------
Abraham Manber
/s/ David Wilemon Director January 11, 1999
- ---------------------------
David Wilemon
Page 4 of 5
<PAGE>
/s/ Matthew Robison Director January 11, 1999
- ---------------------------
Matthew Robison
Page 5 of 5
Exhibit 5.1
January 11, 1999
Anaren Microwave, Inc.
6635 Kirkville Road
East Syracuse, New York 13057
Ladies and Gentlemen:
We have acted as counsel to Anaren Microwave, Inc., a New York Corporation
(the "Company") in connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed on this date with the United States Securities
and Exchange Commission with respect to the Anaren Microwave, Inc. 1989
Nonstatutory Stock Option Plan (the "Plan").
In rendering this opinion, we have examined and relied upon originals or
copies, authenticated or certified to our satisfaction, of such corporate
records of the Company, communications or certifications of public officials,
communications with or certificates of officers, directors and representatives
of the Company, and such other documents as we have deemed necessary to the
issuance of the opinion set forth herein. In making this examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
tendered to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.
Based upon the foregoing, it is our opinion that the shares of the
Company's Common Stock, par value $.01 per share registered pursuant to the
Registration Statement and offered by the Company pursuant to the Plan will be,
assuming that such shares are validly authorized at the time of issuance and
assuming that no change occurs in the applicable law or pertinent facts, when
paid for in full by the participant and issued in accordance with the Plan,
legally issued, fully paid and non-assessable.
We hereby consent to the use of this letter as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bond, Schoeneck & King, LLP
Exhibit 23.1
Independent Auditors' Consent
The Board of Directors
Anaren Microwave, Inc.:
We consent to incorporation by reference in the registration statement for
Anaren Microwave, Inc. 1989 Nonstatutory Stock Option Plan on Form S-8 of Anaren
Microwave, Inc. of our report dated August 4, 1998, relating to the consolidated
balance sheets of Anaren Microwave, Inc. and subsidiaries as of June 30, 1998
and 1997, and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the years in the three-year period ended June
30, 1998, which report appears in the June 30, 1998 annual report on Form 10-K
of Anaren Microwave, Inc.
/s/ KPMG LLP
January 7, 1999
Syracuse, New York
