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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MICRODYNE CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
MARYLAND 52-0856493
(State or other jurisdiction (I.R.S Employer
of incorporation or organization) Identification No.)
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3601 Eisenhower Avenue Alexandria, Virginia 22304
(Address of principal executive offices) (Zip Code)
MICRODYNE CORPORATION 1991 KEY EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)
William Marshall Ellison, II
Assistant Treasurer and Controller
Microdyne Corporation
3601 Eisenhower Avenue
Alexandria, Virginia 22304
(Name and address of agent for service)
(703) 739-0500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered share(1) price registration fee
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Common Stock, 1,000,000 Shares $6.125 $6,125,000 $1,856.06
$0.10 par value
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(1) Estimated solely for purposes of calculating the Registration fee
pursuant to Rule 457(c) and based on the closing price of the common
stock as reported on October 9, 1996 on the Nasdaq.
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The purpose of this Registration Statement is to register 1,000,000
additional shares of common stock, $.10 par value, of Microdyne Corporation
issuable pursuant to the Microdyne Corporation 1991 Key Employee Stock Option
Plan (the "Plan"). Pursuant to General Instruction E of Form S-8, the
Registrant hereby incorporates by reference the contents of its Form S-8
registration statements No. 33-44820 (filed December 27, 1991), No. 33-47709
(filed May 6, 1992) and No. 33-89982 (filed March 3, 1995).
PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
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Exhibit Number Description
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4 Microdyne Corporation 1991 Key Employee Stock Option Plan, as amended and
restated (filed as Exhibit 4.1 to the Registrant's Registration Statement on
Form S-8 filed May 6, 1992 (No. 33-47709) and incorporated herein by
reference.
5 Opinion of McGuire Woods Battle & Boothe, L.L.P. with respect to the legality
of the securities being registered.
23.1 Consent of McGuire Woods Battle & Boothe, L.L.P. is contained within the
opinion of counsel attached as Exhibit 5.
23.2 Consent of Grant Thornton, L.L.P.
24 Power of Attorney is found on page 3.
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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 Alexandria, Commonwealth of Virginia, on this 7th
day of October, 1996.
MICRODYNE CORPORATION
By: \s\ Philip T. Cunningham
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Philip T. Cunningham
President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Philip T.
Cunningham or Christopher M. Maginniss his true and lawful attorney-in-fact to
sign on his behalf, as an individual and in the capacity stated below, any
amendment or post-effective amendment to this registration statement which said
attorney-in-fact may deem appropriate or necessary.
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.
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Signature Title Date
--------- ----- ----
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\s\ Philip T. Cunningham President, Chief Executive Officer and October 7, 1996
-------------------------------- Director (Principal Executive Officer
Philip T. Cunningham
\s\ Christian J. Spitz Vice President and Chief Financial Officer October 7, 1996
------------------------------------- (Principal Financial Officer)
Christian J. Spitz
\s\ William Marshall Ellison, II Assistant Treasurer and Controller October 7, 1996
-------------------------------- (Principal Accounting Officer)
William Marshall Ellison, II
\s\ Christopher M. Maginniss Director October 7, 1996
-------------------------------
Christopher M. Maginniss
\s\ Curtis M. Coward Director October 10, 1996
-----------------------------------
Curtis M. Coward
\s\ Gregory W. Fazakerley Director October 7, 1996
---------------------------------
Gregory W. Fazakerley
\s\ Brian Thompson Director October 7, 1996
-------------------------------------
H. Brian Thompson
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EXHIBIT 5
McGuire Woods
Battle & Boothe LLP
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, Virginia 22101-3892
Telephone/TTD (703) 712-5000 Fax (703) 712-5050
October 10, 1996
Board of Directors
Microdyne Corporation
3601 Eisenhower Avenue
Alexandria, Virginia 22304
Gentlemen:
You propose to file as soon as possible with the Securities and Exchange
Commission a registration statement on Form S-8 (the "Registration Statement")
relating to the Microdyne Corporation 1991 Key Employee Stock Option Plan (the
"Plan"). The Registration Statement covers 1,000,000 shares of Microdyne
Common Stock, $.10 par value, which have been added, with the approval of the
shareholders of Microdyne Corporation, to those reserved for issuance under the
Plan.
We are of the opinion that the additional 1,000,000 shares of Common Stock
which are authorized for issuance under the Plan, when issued and sold in
accordance with the terms and provisions of the Plan and as set forth in and
contemplated by the Registration Statement, will be duly authorized, legally
issued, fully paid and nonassessable.
We consent to the use of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
\s\ McGuire Woods Battle & Boothe, LLP
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EXHIBIT 23.2
Board of Directors
Microdyne Corporation:
We have issued our reports dated November 2, 1995, accompanying the
consolidated financial statements of Microdyne Corporation appearing in the
1995 Annual Report of the Company to its shareholders and accompanying the
schedules included in the Annual Report on Form 10-K for the year ended October
1, 1995, which are incorporated by reference in this Registration Statement.
We consent to the incorporation by reference in the Registration Statement of
the aforementioned reports and to the use of our name as it appears under the
caption "Experts."
\s\ Grant Thornton LLP
Vienna, Virginia
October 7, 1996
