Registration No. 333
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MICROWAVE POWER DEVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3622306
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
49 Wireless Boulevard
Hauppauge, New York 11788
(Address of principal executive offices) (Zip code)
Microwave Power Devices, Inc. 1995 Stock Option Plan
Microwave Power Devices, Inc. 1996 Stock Option Plan
(Full title of the Plans)
Edward J. Shubel
Chief Executive Officer
Microwave Power Devices, Inc.
49 Wireless Boulevard
Hauppauge, New York 11788
(516) 231 1400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Stephen W. Rubin, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969 3000
CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed
to be registered registered (1) Maximum Offering
offering price
per share
Common Stock, par 525,000 shares $8.38(2)
value $.01 per share
Common Stock, par 475,000 shares $8.875(3)
value $.01 per share
Proposed maximum Amount of
aggregate offering Registration
price Fee
$4,399,500(2) $1,333.19
$4,215,625(3) $1,277.47
(1) The maximum number of shares as to which awards may be
granted under the Microwave Power Devices, Inc. 1995 Stock
Option Plan (the "1995 Plan") and the Microwave Power
Devices, Inc. 1996 Stock Option Plan (the "1996 Plan" and
together with the 1995 Plan, the "Option Plans"). Pursuant
to Rule 416 of the Securities Act of 1933, as amended, this
Registration Statement also registers such additional
indeterminate number of shares of Common Stock as may be
offered or issued to adjust for any stock splits, stock
dividends or similar transactions, as provided for by the
Option Plans.
(2) Computed pursuant to Rule 457(h) promulgated under the
Securities Act of 1933 and is the product of multiplying the
525,000 shares as to which options have been granted under
the 1995 Plan by $8.38, which is the weighted average
exercise price for options granted under the 1995 Plan.
(3) Computed pursuant to Rule 457(c) and (h) promulgated under
the Securities Act of 1933 and is the product of multiplying
the 475,000 shares as to which options may be granted under
the 1996 Plan by $8.875, which is the average of the high
and low price of the Registrant's Common Stock reported on
the Nasdaq National Market on August 15, 1997. The price
stated is estimated solely for the purpose of calculating
the Registration Fee.<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The Section 10(a) prospectuses for the Microwave Power
Devices, Inc. 1995 Stock Option Plan and the Microwave Power
Devices, Inc. 1996 Stock Option Plan are not being filed with the
Securities and Exchange Commission (the "Commission") as part of
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Microwave Power Devices, Inc., a Delaware corporation (the
"Registrant" or the "Company"), is registering herewith 1,000,000
shares of its common stock, par value $.01 per share (the "Common
Stock"), which are issuable pursuant to the Option Plans.
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and
Exchange Commission by the Company are incorporated herein by
reference:
(1) Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(2) Definitive Proxy Statement dated April 10, 1997 filed
in connection with the Company's 1997 Annual Meeting of
Stockholders.
(3) Quarterly Reports on Form 10-Q for the three months
ended March 31, 1997 and for the three months ended
June 30, 1997.
(4) The description of the Company's Common Stock, par
value $.01 per share, contained in the Company's
Registration Statement filed on Form 8-A (No. 0-8574)
pursuant to Section 12 of the Securities Exchange Act
of 1934.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all remaining securities
offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein
and to be part hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Certain legal matters relating to the issuance of the shares
of Common Stock offered hereby have been passed upon by
Proskauer Rose LLP, 1585 Broadway, New York, NY 10036.
Stephen W. Rubin, Esq., a member of Proskauer Rose LLP and
Secretary of the Company, is indirectly the beneficial owner
of 2,000 shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware (the GCL) permits indemnification of directors,
officers, employees and agents of corporations under certain
conditions and subject to certain limitations. Article TENTH of
the Company's Amended and Restated Certificate of Incorporation
and Section 7 of the Company's By laws provides for
indemnification of the Company's officers and directors to the
fullest extent provided by the GCL and other applicable laws as
currently in effect and as they may be amended in the future.
The Company maintains directors' and officers' liability
insurance insuring, with certain exceptions and conditions, the
Company's directors and officers in their capacity as such
against liability with respect to certain specified proceedings.
Section 8(c) of the Underwriting Agreement filed as Exhibit
1.1 to the Company's Registration Statement on Form S 1
(Registration No. 33 94142) provides for the indemnification of
directors and officers of the Company by the Underwriters under
certain circumstances.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the registrant pursuant to the foregoing
provisions, the registrant has been informed that in the opinion
of the Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Certificate of Incorporation of
the Company (incorporated by reference to Exhibit 3.1
to the Company's Registration Statement on Form S-1
(Registration No. 33-94142))
4.2 By-laws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on
Form S-1 (Registration No. 33-94142))
4.3 Microwave Power Devices, Inc. 1995 Stock Option Plan
(incorporated by reference to Exhibit 10.5 to the
Company's Registration Statement on Form S 1
(Registration No. 33 94142))
4.4 Microwave Power Devices, Inc. 1996 Stock Option Plan
(incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on Form 10 K, as amended by an
Amendment on Form 10 K/A, for the fiscal year ended
December 31, 1995).
* 5.1 Opinion of Proskauer Rose LLP
*23.1 Consent of Arthur Andersen LLP
*23.3 Consent of Proskauer Rose LLP (included in Exhibit
5.1)
*24 Power of Attorney (included on signature page)
* Filed herewith.
Item 9. Undertakings.
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;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the Calculation of Registration Fee table in the effective
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 Registration Statement is on Form S 3 or
Form S 8, and the information required to be included in a
post effective amendment by (i) and (ii) is contained in
periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
The undersigned Registrant hereby undertakes 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 Exchange Act 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.
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>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Hauppauge, State of New
York, on August 21, 1997.
Microwave Power Devices, Inc.
By /s/ Edward J. Shubel
Edward J. Shubel, Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Edward J. Shubel
and Paul Donofrio, and each of them acting singly, his or her
attorney in fact, with full power of substitution, for him or her
in all capacities, to sign any and all amendments (including post
effective amendments) to this Registration Statement, and to file
the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or
their substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed below by
the following persons in the capacities and on the dates
indicated.
Signatures Title Date
/s/ Edward J. Shubel Chief Executive Officer; August 21, 1997
Edward J. Shubel Director
(Principal Executive Officer)
/s/ Paul E. Donofrio Chief Financial August 21, 1997
Paul E. Donofrio Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ George J. Sbordone Chairman of the August 21, 1997
George J. Sbordone Board
/s/ Merril M. Halpern Director August 21, 1997
Merril M. Halpern
/s/ A. Lawrence Fagan Director August 21, 1997
A. Lawrence Fagan
/s/ Alfred Weber Director August 21, 1997
Alfred Weber
/s/ David J. Aldrich Director August 21, 1997
David J. Aldrich
/s/ Warren A. Law Director August 21, 1997
Warren A. Law
/s/ James S. Silver Director August 21, 1997
James S. Silver
<PAGE>
EXHIBIT 5.1
August 21, 1997
Microwave Power Devices, Inc.
49 Wireless Boulevard
Hauppauge, New York 11788
Dear Sirs:
We are acting as counsel to Microwave Power Devices, Inc., a
Delaware corporation (the "Company"), in connection with the
registration statement on Form S 8 (the "Registration Statement")
filed by the Company under the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder,
relating to the registration of 1,000,000 shares (the "Shares")
of Common Stock, par value $.01 per share, of the Company. The
Shares are to be issued by the Company pursuant to the Company's
1995 Stock Option Plan and the Company's 1996 Stock Option Plan
(the "Plans").
As such counsel, we have participated in the preparation of
the Registration Statement and have reviewed the corporate
minutes relating to the issuance of the Shares pursuant to the
Plans and have also examined and relied upon originals or copies,
certified or otherwise authenticated to our satisfaction, of all
such corporate records, documents, agreements, and instruments
relating to the Company, and certificates of public officials and
of representatives of the Company.
Based upon, and subject to, the foregoing, we are of the
opinion that the Shares are duly authorized and, upon issuance of
the Shares in accordance with the terms of the Plans, will be,
assuming no change in the applicable law or pertinent facts,
validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement. In giving the foregoing consent,
we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities
and Exchange Commission promulgated thereunder.
Very truly yours,
PROSKAUER ROSE LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated February 24, 1997 included in the Form 10-K of
Microwave Power Devices, Inc. for the year ended December 31,
1996 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Melville, New York
August 21, 1997
