<PAGE>
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
RADYNE CORP.
(Exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation or organization)
11-2569467
(I.R.S. Employer Identification No.)
3138 E. ELWOOD STREET
PHOENIX, ARIZONA 85034
(Address of Principal Executive offices)
1996 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
JOHN B. WADE, III, ESQ.
DORSEY & WHITNEY LLP
250 PARK AVENUE
NEW YORK, NEW YORK 10177
(212) 415-9200
(Name, Address and Telephone Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
====================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE FEE
- --------------------------------------------------------------------
Common Stock,
Par value
$0.002
per share 900,000 shs. $3.00(1) $2,587,500.00 $719.33
- --------------------------------------------------------------------
Total 900,000 shs. $2,587,500.00 $719.33
====================================================================
(1) Calculated pursuant to Rule 457(h)(1) on the basis of the
last reported sale price of the Registrant's Common Stock as of
November 16, 1998.
---------
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING AS
PROVIDED IN RULE 462 UNDER THE SECURITIES ACT OF 1933.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registrant hereby incorporates by reference the
contents of its Registration Statement on Form S-8, File No.
333-23159, filed under the Securities Act of 1933 on March 12,
1997.
ITEM 8. EXHIBITS.
See the Exhibit Index on page II-4 of this Registration
Statement.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets 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 Phoenix, State of Arizona, on November 6, 1998.
RADYNE CORP.
By: /s/ ROBERT C. FITTING
------------------------
Robert C. Fitting
President
--------
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert C.
Fitting, his true and lawful attorney-in-fact, with power of
substitution and resubstitution, to execute in the name of such
person, in his capacity as a director or officer of Radyne Corp.,
any and all amendments to this Registration Statement on Form S-8
and all instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute, may 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.
SIGNATURE TITLE DATE
/s/ ROBERT C. FITTING President November 6, 1998
- --------------------- (Principal Executive
Robert C. Fitting Officer); Director
II-2
<PAGE>
/s/ GARRY D. KLINE Vice President - Finance, November 6, 1998
- ------------------- Principal Financial Officer
Garry D. Kline
/s/ LIM MING SEONG Chairman of the November 6, 1998
- ----------------------- Board of Directors
Lim Ming Seong
/s/ LEE YIP LOI Director November 6, 1998
- --------------------
Lee Yip Loi
/s/ CHAN WEE PIAK Director November 6, 1998
- ----------------------
Chan Wee Piak
/s/ ROBERT A. GRIMES Director November 6, 1998
- -----------------------
Robert A. Grimes
/s/ DENNIS ELLIOTT Director November 6, 1998
- -----------------------
Dennis Elliott
II-3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO.
(4) - Amendment No. 1 to Registrant's 1996 Incentive Stock Option Plan,
including forms of option agreements.
(5) - Opinion of Dorsey & Whitney LLP
(24)(a) - Consent of Dorsey & Whitney LLP (included in Exhibit 5).
(24)(b) - Consent of Deloitte & Touche LLP
II-4
<PAGE>
EXHIBIT 4
RADYNE CORP.
AMENDMENT NO. 1 TO 1996 INCENTIVE STOCK OPTION PLAN
WHEREAS Radyne Corp., a New York corporation (the
"Company"), considers it desirable and in its best interests that
employees of the Company and its subsidiaries be given an
inducement to acquire a proprietary interest in the Company as an
added incentive to advance the interests of the Company;
WHEREAS on November 13, 1996, the Company's Board of
Directors (the "Board") adopted its 1996 Incentive Stock Option
Plan (the "Plan");
WHEREAS the Company has granted certain options (the
"Outstanding Options") to its employees pursuant to the Plan;
WHEREAS the Company has determined that, in the case of
"Milestone Options" (as defined in the Plan), the vesting
provisions should be simplified and that, in the case of options
other than Milestone Options, the period in which an option must
be held prior to vesting should be reduced;
WHEREAS the Company recently has acquired a new
subsidiary, Comstream Holdings, Inc. and its wholly owned
subsidiaries (collectively, "Comstream"), and the number of
shares of common stock of the Company ("Common Stock") available
for issuance to Comstream employees (and to other employees of
the Company or its subsidiaries) under the Plan is insufficient
to provide such employees with an adequate proprietary interest
in the Company;
NOW, THEREFORE, the Plan is amended as follows:
1. The number of shares of Common Stock with respect to which
options under the Plan may be granted shall be increased by
900,000 (subject to adjustment as provided in Section
<PAGE>
14 of the Plan);
2. Each agreement evidencing Outstanding Options that are
Milestone Options shall, if the holder consents, be amended and
restated substantially in accordance with Appendix 1 hereto, in
the case of holders other than Robert C. Fitting and Steven W.
Eymann, and substantially in accordance with Appendix 2 hereto,
in the ase of Robert C. Fitting and Steven W. Eymann;
3. Each agreement evidencing Outstanding Options other
than Milestone Options shall be amended and restated
substantially in accordance with Appendix 3 hereto;
4. All options granted under the Plan on or after the
effective date of this Amendment shall be substantially in the
form of Appendix 4 hereto, PROVIDED, HOWEVER, that the Board of
Directors of the Company (the "Board") shall have the authority
to make such changes thereto (other than changes in violation of
the Plan, as modified hereby) as it deems necessary in its sole
discretion;
5. All shares of Common Stock available for issuance
pursuant to the Plan (other than pursuant to Outstanding Options)
shall be available for issuance pursuant to options described in
the preceding paragraph;
6. If any person to whom an option has been granted shall die (i)
during the period of his employment by the Company or a parent or subsidiary
thereof or within three (3) months after the termination of such employment
and (ii) holding an option which has not been fully exercised, his estate or
any person who acquired the right to exercise the option by bequest or
inheritance or by reason of the death of such person may, at any time during
the six (6) month period (or such longer period as the Board may in its
discretion provide in the agreement evidencing such option) after the date of
such death (but in no event after the option has expired under the provisions
of Section 7 of the Plan), exercise the option
-2-
<PAGE>
with respect to the unexercised balance of the shares subject to the option
to the extent, and only to the extent, the decedent could have exercised the
option immediately before death;
7. The Company shall provide a copy of its then-current audited
financial statements to each person to whom an option has been granted
pursuant to the Plan, at least annually, while such option remains
outstanding;
8. Notwithstanding any other provision of the Plan, any agreement
evidencing the grant of an option pursuant thereto shall provide for the
right to exercise at the rate of at least 20% per year over 5 years from the
date of grant, subject to such reasonable conditions (E.G., continued
employment) as the Board, in its discretion, shall determine;
9. This Amendment shall be of no force or effect unless approved, by a
majority vote of the shareholders of the Company, within 12 months following
the date set forth in the succeeding paragraph; and
10. This Amendment shall be considered effective as of October 6, 1998.
-3-
<PAGE>
APPENDIX 1
AMENDED AND RESTATED STOCK OPTION AGREEMENT
AGREEMENT made as of [NOVEMBER __, 1998], between
Radyne Corp., a New York corporation (hereinafter called the
"Company"), and ___________________ (hereinafter called
"Employee").
WHEREAS the Company considers it desirable and in its
best interest that Employee be given an inducement to acquire a
proprietary interest in the Company as an added incentive to
advance the interests of the Company;
WHEREAS on November 13, 1996, the Company's Board of
Directors (the "Board") adopted its 1996 Incentive Stock Option
Plan (the "Original Plan") and on November 13, 1996 determined to
grant Employee a certain option (the "Original Option") intended
to constitute an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code");
WHEREAS in connection with the issuance of the Original
Option, the Company determined that the fair market value of its
common stock as of the date thereof, after giving effect to a
5-for-1 reverse split (which became effective on January 9,
1997), was $2.50 per share;
WHEREAS as of October 6, 1998, the Board amended its
1996 Incentive Stock Option Plan (the "Amended Plan"); and
WHEREAS as of [NOVEMBER __, 1998], the Company and
Employee have agreed that the Original Option shall be amended
and restated as provided herein (the "Amended Option"), and that
such Amended Option shall constitute an incentive stock option
within the meaning of Section 422 of the Code;
NOW, THEREFORE, in consideration of the premises, it is
agreed as follows:
1. GRANT OF OPTION. The Company hereby grants to
Employee the right, privilege, and option to purchase ______
shares of its common stock, par value $0.002 per share (the
"Optioned Shares") at $2.50 per share in the manner and subject
to the conditions hereinafter provided.
2. TIME OF EXERCISE; REQUIREMENT OF SHAREHOLDER
APPROVAL. The option granted hereunder may be exercised (and the
Original Option shall be considered amended and restated as
provided herein) only after the shareholders of the Company have
approved the Amended Plan. Subject to the foregoing requirement
and to Paragraph 6 hereof, this Amended Option shall be
exercisable from and after the date hereof.
<PAGE>
3. METHOD OF EXERCISE. The option shall be exercised
by written notice directed to the Company at its principal place
of business, accompanied by cash in payment of the option price.
The Company shall make immediate delivery of the shares subject
to the exercise of the option; provided that if any law or
regulation requires the Company to take any action with respect
to such shares (including but not limited to registration of such
shares under the Securities Act of 1933) before the issuance
thereof, or if the Company deems such action to be appropriate or
advisable, then the date of delivery of such shares shall be
extended for the period necessary to take such action.
4. TERMINATION OF OPTION. Except as otherwise stated
in this Agreement, the option (to the extent not previously
exercised) shall terminate upon the earlier of:
(a) the expiration of three months from the date
on which Employee's continuous employment by the Company (or by a
parent or subsidiary thereof, as defined in the Amended Plan) is
terminated; or
(b) November 13, 2006 (the tenth anniversary of
the date of the Original Option).
5. DEATH, DISABILITY OR RETIREMENT. Notwithstanding
Paragraph 4(a) hereof, but in all events subject to Paragraph
4(b) hereof:
(a) in the event of Employee's death (i) while in
the employ of the Company (or a parent or subsidiary thereof) or
(ii) within three months after the termination of such
employment, his estate or any person who acquires the right to
exercise the option by bequest, inheritance, or by reason of the
death of Employee may exercise the unexercised portion of the
option, at any time before the expiration thereof, to the same
extent, and only such extent, that Employee could have exercised
the option immediately before his death;
(b) in the event Employee terminates employment
with the Company (or a parent or subsidiary thereof) as a result
of permanent and total disability (as such term is defined in
Section 22(e)(3) of the Code) on a date as of which the option
has not been fully exercised, Employee may within one year after
the date of such termination exercise the unexercised portion of
the option to the same extent, and only such extent, that
Employee could have exercised the option immediately before such
termination; and
(c) in the event Employee retires in accordance
with the normal retirement practices of the Company (or a parent
or subsidiary thereof) on a date as of which the option has not
been fully exercised, Employee may within three months after the
date of such retirement exercise the unexercised portion of the
option to the same extent and only such extent, as Employee could
have exercised the option immediately before such retirement.
6. $100,000 ANNUAL LIMIT. In no instance shall
incentive stock options granted to Employee under the Original
Plan or the Amended Plan (or under any other incentive stock
option plan of the Company or any parent or subsidiary thereof)
to acquire common stock
<PAGE>
with a fair market value in excess of $100,000 (determined as of
the date on which the options were granted, and treating this
Amended Option as granted on November 13, 1996) become
exercisable for the first time during any single calendar year.
Subject to Paragraph 4(b) hereof, to the extent (if any) that
Employee's incentive stock options to acquire common stock of the
Company (or a parent or subsidiary thereof) with a fair market
value in excess of $100,000 (so determined) would otherwise first
become exercisable during a single calendar year, options to
acquire common stock with a fair market value of $100,000 (so
determined) shall become exercisable during such year and the
remaining options shall become exercisable as of the first day of
the succeeding calendar year, subject again to this Paragraph 6.
In applying this paragraph, options shall become exercisable in
the order in which they were granted (treating this Amended
Option as granted on November 13, 1996).
7. CHANGE IN STOCK AND ADJUSTMENTS. If all or any
portion of the option evidenced hereby is exercised subsequent to
any stock dividend, split-up, recapitalization, combination or
exchange of shares, merger, consolidation, acquisition of
property (other than cash) for stock, separation, reorganization
or liquidation (provided that such transaction has not been
approved by the Board on or before the date hereof) as a result
of which shares of any class shall be issued in respect of
outstanding shares of common stock of the Company of shares of
common stock of the Company shall be changed into the same or a
different number of shares of the same or another class or
classes, the person or persons so exercising such option shall
receive, for the aggregate price payable upon exercise of the
option, the aggregate number and class of shares which, if shares
of common stock of the Company had been purchased at the date of
granting of the option for the same aggregate price (on the basis
of the price per share provided in the option) and had not been
disposed of, such person or persons would be holding at the time
of such exercise, as a result of such purchase and any such stock
dividend, split-up, recapitalization, combination or exchange of
shares, merger, consolidation, acquisition of property for stock,
separation, reorganization or liquidation; provided, however,
that no fractional share shall be issued upon any such exercise.
If any such adjustment would result in the optionee being
entitled to exercise an option with respect to a fractional
share, the number of shares subject to such option shall be
reduced to the next lowest number of full shares. Employee
acknowledges that this Agreement, including the figures stated
herein, has been prepared taking into account a 5-for-1 reverse
split of the Company's common stock (which became effective on
January 9, 1997).
8. RIGHTS PRIOR TO EXERCISE OF OPTION. The option
granted hereunder is not transferable by Employee except by will
or the laws of descent and distribution, and during his lifetime
is exercisable only by him. Employee shall have no rights as a
shareholder in the Optioned Shares until payment of the option
price and delivery to him of such shares as herein provided.
9. TAX OBLIGATIONS. The Company may require as a
condition of the exercise of the option granted hereunder that
Employee pay to the Company, in cash, an amount sufficient to
satisfy the Company's obligation, if any, to withhold federal,
state and local taxes with respect to the exercise of such
option.
10. CASH BONUS. Upon any exercise of the option
evidenced hereby on the
<PAGE>
terms hereof and payment by Employee of the option price in
accordance with Paragraph 3 hereof (subject to this Paragraph
10), the Company shall grant Employee a cash bonus equal to
$1.719 for each share of common stock acquired pursuant to such
exercise (subject to adjustment pursuant to Paragraph 7 hereof).
Such bonus shall be paid by offset against the amount otherwise
payable by Employee under Paragraph 3.
11. TENURE. Nothing herein shall be construed as a
right of continued employment by the Company (or any parent or
subsidiary thereof) or as affecting the Company's right to
terminate your employment at any time.
12. LIQUIDITY. If, as of the "Liquidity Date" (as
defined below) with respect to any Optioned Shares, Stetsys US,
Inc. (and/or any other entity which controls, is controlled by or
is under common control with Stetsys US, Inc.) is the beneficial
owner of more than 80% of the Company's outstanding common stock,
Employee shall have the right to require the Company to purchase
from Employee any or all of such Optioned Shares acquired by
Employee hereunder. For purposes of the above 80% test, there
shall be treated as outstanding all shares of common stock which
are subject to employee stock options issued by the Company, to
the extent that such options are exercisable as of the Liquidity
Date. Employee shall exercise that right by written notice to
the Company of the number of shares which he desires to sell no
later than the last day of the second calendar quarter succeeding
the Liquidity Date (the "Valuation Date") with respect to such
shares.
The price at which the Company shall purchase such
shares shall be determined as of the end of the Valuation Date by
an independent consultant which is mutually acceptable to the
Company and the holders of a majority of the shares as to which
such notices have been given on or before the Valuation Date by
Employee and other optionees under the Original Plan and the
Amended Plan. In the event that the Company and the optionees
shall not agree upon the identity of such consultant within 30
days after the Valuation Date, the price shall be determined by a
nationally recognized investment banking firm selected by the
Board within 45 days after the Valuation Date. The closing of the
purchase shall occur at the principal office of the Company no
later than 30 days after such consultant or firm shall have
reported its determination of the price to the Company and the
optionees.
For purposes of this Paragraph 12, the "Liquidity Date"
as to any Optioned Shares shall be the later of (a) December 31,
1999, and (b) the "Milestone Date" with respect to such Optioned
Shares. For this purpose, on the date on which the Board in its
good faith judgment, or the Company's independent auditing firm,
determines (i) that the Company's earnings before interest and
taxes, determined in accordance with generally accepted
accounting principles consistently applied (but without deduction
of any cash bonus paid or payable pursuant to Paragraph 10 hereof
or any other stock option agreement of even date with the
Original Option), for a period composed of four successive
calendar quarters ending no later than June 30, 2001 ("4-Quarter
EBIT"), has exceeded $1,000,000, the Milestone Date shall be
considered reached as to one-third (1/3) of the Optioned Shares,
(ii) that 4-Quarter EBIT has exceeded $2,500,000, the Milestone
Date shall considered reached with respect to an additional
one-third (1/3) of the Optioned Shares, and (ii) that 4-Quarter
EBIT has exceeded $6,000,000,
<PAGE>
the Milestone Date shall be considered reached as to the
remaining one-third (1/3) of the Optioned Shares.
13. OTHER TERMS AND CONDITIONS. In consideration of
the grant of the option made hereunder, Employee agrees (1) not
to disclose any trade or secret data or any other confidential
information acquired by him during his employment by the Company
or a subsidiary of the Company, or after the termination of his
employment or his retirement, provided that any information
which, at the time of receipt by Employee or thereafter, becomes
known outside the Company through no wrongful act of Employee
shall not constitute confidential information for purposes of
this Agreement; and (2) to abide by all the terms and conditions
of the Amended Plan and such other terms and conditions as may be
imposed by the Board.
14. BINDING EFFECT. This Agreement shall be binding
upon the heirs, executors, administrators, and successors of the
parties hereto.
IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be executed the day and year first above written.
Radyne Corp.
By
---------------------------------
Robert C. Fitting, its President
-------------------------------
, Employee
<PAGE>
APPENDIX 2
AMENDED AND RESTATED STOCK OPTION AGREEMENT
AGREEMENT made as of [_________ __, 1998], between
Radyne Corp., a New York corporation (hereinafter called the
"Company"), and [ROBERT C. FITTING OR STEVEN W. EYMANN]
(hereinafter called "Employee").
WHEREAS the Company considers it desirable and in its
best interests that Employee be given an inducement to acquire a
proprietary interest in the Company as an added incentive to
advance the interests of the Company;
WHEREAS on November 13, 1996, the Company's Board of
Directors (the "Board") adopted its 1996 Incentive Stock Option
Plan (the "Original Plan") and on November 13, 1996 determined to
grant Employee a certain option (the "Original Option") intended
to constitute an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), except to the extent set forth in Paragraph 6 thereof;
WHEREAS in connection with the issuance of the Original
Option, the Company determined that the fair market value of its
common stock as of the date thereof, after giving effect to a
5-for-1 reverse split (which became effective on January 9,
1997), was $2.50 per share;
WHEREAS as of October 6, 1998, the Board amended its
1996 Incentive Stock Option Plan (the "Amended Plan"); and
WHEREAS as of [_________ __, 1998], the Company and
Employee have agreed that the Original Option shall be amended
and restated as provided herein (the "Amended Option"), and that
such Amended Option shall constitute an incentive stock option
within the meaning of Section 422 of the Code, except to the
extent set forth in Paragraph 6 hereof;
NOW, THEREFORE, in consideration of the premises, it is
agreed as follows:
1. GRANT OF OPTION. The Company hereby grants to
Employee the right, privilege, and option to purchase 215,085
shares of its common stock, par value $0.002 per share (the
"Optioned Shares") at $2.50 per share in the manner and subject
to the conditions hereinafter provided.
2. REQUIREMENT OF SHAREHOLDER APPROVAL. The option
granted hereunder may be exercised (and the Original Option shall
be considered amended and restated as provided herein) only after
the shareholders of the Company have approved the Amended Plan
and,
<PAGE>
thereafter, only in accordance with the vesting schedule set
forth in Paragraph 13 hereof.
3. METHOD OF EXERCISE. The option shall be exercised
by written notice directed to the Company at its principal place
of business, accompanied by cash in payment of the option price.
The Company shall make immediate delivery of the shares subject
to the exercise of the option; provided that if any law or
regulation requires the Company to take any action with respect
to such shares (including but not limited to registration of such
shares under the Securities Act of 1933) before the issuance
thereof, or if the Company deems such action to be appropriate or
advisable, then the date of delivery of such shares shall be
extended for the period necessary to take such action.
4. TERMINATION OF OPTION. Except as otherwise stated
in this Agreement, the option (to the extent not previously
exercised) shall terminate upon the earlier of:
(a) the expiration of three months from the date
on which Employee's continuous employment by the Company (or by a
parent or subsidiary thereof, as defined in the Amended Plan) is
terminated; or
(b) November 13, 2006 (the tenth anniversary of
the date of the Original Option).
5. DEATH, DISABILITY OR RETIREMENT. Notwithstanding
Paragraph 4(a) hereof, but in all events subject to Paragraph
4(b) hereof:
(a) in the event of Employee's death (i) while in
the employ of the Company (or a parent or subsidiary thereof) or
(ii) within three months after the termination of such
employment, his estate or any person who acquires the right to
exercise the option by bequest, inheritance, or by reason of the
death of Employee may exercise the unexercised portion of the
option, at any time before the expiration thereof, to the same
extent, and only such extent, that Employee could have exercised
the option immediately before his death;
(b) in the event Employee terminates employment
with the Company (or a parent or subsidiary thereof) as a result
of permanent and total disability (as such term is defined in
Section 22(e)(3) of the Code) on a date as of which the option
has not been fully exercised Employee may within one year after
the date of such termination exercise the unexercised portion of
the option to the same extent, and only such extent, that
Employee could have exercised the option immediately before such
termination; and
(c) in the event Employee retires in accordance
with the normal retirement practices of the Company (or a parent
or subsidiary thereof) on a date as of which the option has not
been fully exercised, Employee may within three months after the
date of such retirement exercise the unexercised portion of the
option to the same extent, and only such extent, as Employee
could have exercised the option immediately before such
retirement.
<PAGE>
6. $100,000 ANNUAL LIMIT. In no instance shall
incentive stock options granted to Employee under the Original
Plan or the Amended Plan (or under any other incentive stock
option plan of the Company or any parent or subsidiary thereof)
to acquire common stock with a fair market value in excess of
$100,000 (determined as of the date on which the options were
granted, and treating this Amended Option as granted on November
13, 1996) become exercisable for the first time during any single
calendar year. To the extent (if any) that Employee's incentive
stock options to acquire common stock of the Company (or a parent
or subsidiary thereof) with a fair market value in excess of
$100,000 (so determined) would otherwise first become exercisable
during a single calendar year, incentive stock options to acquire
common stock with a fair market value of $100,000 (so determined)
shall become exercisable during such year, and the remaining
options are hereby designated as not constituting incentive stock
options and shall nevertheless become exercisable at the same
time. In applying this paragraph, options shall become
exercisable in the order in which they were granted (treating
this Amended Option as granted on November 13, 1996).
7. CHANGE IN STOCK AND ADJUSTMENTS. If all or any
portion of the option evidenced hereby is exercised subsequent to
any stock dividend, split-up, recapitalization, combination or
exchange of shares, merger, consolidation, acquisition of
property (other than cash) for stock, separation, reorganization
or liquidation (provided that such transaction has not been
approved by the Board on or before the date hereof) as a result
of which shares of any class shall be issued in respect of
outstanding shares of common stock of the Company or shares of
common stock of the Company`shall be changed into the same or a
different number of shares of the same or another class or
classes, the person or persons so exercising such option shall
receive, for the aggregate price payable upon exercise of the
option, the aggregate number and class of shares which, if shares
of common stock of the Company had been purchased at the date of
granting of the option for the same aggregate price (on the basis
of the price per share provided in the option) and had not been
disposed of, such person or persons would be holding at the time
of such exercise, as a result of such purchase and any such stock
dividend, split-up, recapitalization, combination or exchange of
shares, merger, consolidation, acquisition of property for stock,
separation, reorganization or liquidation; provided, however,
that no fractional share shall be issued upon any such exercise.
If any such adjustment would result in the optionee being
entitled to exercise an option with respect to a fractional
share, the number of shares subject to such option shall be
reduced to the next lowest number of full shares. Employee
acknowledges that this Agreement, including the figures stated
herein, has been prepared taking into account a 5 for 1 reverse
split of the Company's common stock (which became effective on
January 9, 1997).
8. RIGHTS PRIOR TO EXERCISE OF OPTION. The
option granted hereunder is not transferable by Employee except
by will or the laws of descent and distribution, and during his
lifetime is exercisable only by him. Employee shall have no
rights as a shareholder in the Optioned Shares until payment of
the option price and delivery to him of such shares as herein
provided.
<PAGE>
9. TAX OBLIGATIONS. The Company may require as a
condition of the exercise of the option granted hereunder that
Employee pay to the Company, in cash, an amount sufficient to
satisfy the Company's obligation, if any, to withhold federal,
state and local taxes with respect to the exercise of such
option.
10. CASH BONUS. Upon any exercise of the option
evidenced hereby on the terms hereof and payment by Employee of
the option price in accordance with Paragraph 3 hereof (subject
to this Paragraph 10), the Company shall grant Employee a cash
bonus equal to $1.719 for each share of common stock acquired
pursuant to such exercise (subject to adjustment pursuant to
Paragraph 7 hereof). Such bonus shall be paid by offset against
the amount otherwise payable by Employee under Paragraph 3.
11. TENURE. Nothing herein shall be construed as a
right of continued employment by the Company (or any parent or
subsidiary thereof) or as affecting the Company's right to
terminate your employment at any time.
12. LIQUIDITY. If, as of the "Liquidity Date" (as
defined below) with respect to any Optioned Shares of the
Company, Stetsys US, Inc. (and/or any other entity which
controls, is controlled by or is under common control with
Stetsys US, Inc.) is the beneficial owner of more than 80% of the
Company's outstanding common stock, Employee shall have the right
to require the Company to purchase from Employee any or all of
such Optioned Shares acquired by Employee hereunder. For
purposes of the above 80% test, there shall be treated as
outstanding all shares of common stock which are subject to
employee stock options issued by the Company, to the extent that
such options are exercisable as of the Liquidity Date. Employee
shall exercise that right by written notice to the Company of the
number of shares which he desires to sell no later than the last
day of the second calendar quarter succeeding the Liquidity Date
(the "Valuation Date") with respect to such shares.
The price at which the Company shall purchase such
shares shall be determined as of the end of the Valuation Date by
an independent consultant which is mutually acceptable to the
Company and the holders of a majority of the shares as to which
such notices have been given on or before the Valuation Date by
Employee and other optionees under the Original Plan and/or the
Amended Plan. In the event that the Company and the optionees
shall not agree upon the identity of such consultant within 30
days after the Valuation Date, the price shall be determined by a
nationally recognized investment banking firm selected by the
Board within 45 days after the Valuation Date. The closing of the
purchase shall occur at the principal office of the Company no
later than 30 days after such consultant or firm shall have
reported its determination of the price to the Company and the
optionees.
For purposes of this Paragraph 12, the "Liquidity Date"
as to any Optioned Shares shall be the later of (a) December 31,
1999, (b) the last day of any calendar quarter as of which all
the option evidenced hereby becomes exercisable with respect to
such Optioned Shares, and (c) the "Milestone Date" with respect
to such Optioned Shares. For this purpose, on the date on which
the Board in its good faith judgment, or the Company's
independent auditing firm,
<PAGE>
determines (i) that the Company's earnings before interest and
taxes, determined in accordance with generally accepted
accounting principles consistently applied (but without deduction
of any cash bonus paid or payable pursuant to Paragraph 10 hereof
or any other stock option agreement of even date herewith), for a
period composed of four successive calendar quarters ending no
later than June 30, 2001 ("4-Quarter EBIT"), has exceeded
$1,000,000, the Milestone Date shall be considered reached as to
one-third (1/3) of the Optioned Shares, (ii) that 4-Quarter EBIT
has exceeded $2,500,000, the Milestone Date shall considered
reached with respect to an additional one-third (1/3) of the
Optioned Shares, and (ii) that 4-Quarter EBIT has exceeded
$6,000,000, the Milestone Date shall be considered reached as to
the remaining one-third (1/3) of the Optioned Shares.
13. VESTING. Subject to Paragraph 2 hereof, this
Amended Option shall be exercisable as follows:
(a) as to 175,085 shares, from and after the date
hereof; and
(b) as to 40,000 shares, from and after January
4, 1999.
14. NONCOMPETE COVENANT. Employee covenants and
agrees that he will not, directly or indirectly, for the period
commencing on the date hereof and terminating two (2) years
following the termination of the Employee's employment with the
Company (the "Restricted Period") do business with any entity
which at any time during the Restricted Period is a customer or
prospective customer of the Company by: (i) engaging in the
business of designing, manufacturing or selling products used for
the transmission and reception of data over satellite
communication networks (the "Business") for the Employee's own
account, or (ii) becoming interested in any person or entity
(other than the Company or any subsidiary or parent thereof)
engaged in the Business, as a partner, shareholder, manager or
principal; provided, however, that notwithstanding the above,
Employee may own, directly or indirectly, solely as an
investment, securities of any such entity which are traded on any
national securities exchange or NASDAQ if the Employee (A) is not
a controlling person of, or a member of a group which controls,
such entity and (B) does not, directly or indirectly, own two and
one-half percent (2 1/2%) or more of any class of securities of
such entity. This Paragraph 14 shall be of no force or effect
(i) if the Company's shareholders do not approve the Amended
Plan, (ii) at any time after Involuntary Termination, or (iii) if
Employee exercises none of the options granted hereunder.
For purposes of this Agreement, "Involuntary
Termination" means termination of Employee's employment by the
Company (i) which is the result of his death or permanent and
total disability (as defined in Section 22(e)(3) of the Code) or
(ii) which is neither voluntary nor Termination For Cause (as
defined below). For purposes of this Agreement, "Termination For
Cause" means termination upon written notice from the Company, if
Employee (a) engages in willful neglect of, or gross negligence
concerning, his duties, or willful misconduct in the performance
of his duties, in either such instance so as to cause harm to the
Company, (b) is proven to have committed fraud, misappropriation
or embezzlement in the performance of his duties as an employee
of the Company, (c) is convicted of any crime which involves
moral
<PAGE>
turpitude, or (d) materially breaches any of the terms of this
Agreement if such breach has caused or will cause actual harm to
the Company and Employee shall have failed to cure his
performance within thirty (30) days after written notice by the
Company.
15. OTHER TERMS AND CONDITIONS. In consideration of
the grant of the option made hereunder, Employee agrees (1) not
to disclose any trade or secret data or any other confidential
information acquired by him during his employment by the Company
or a subsidiary of the Company, or after the termination of his
employment or his retirement, provided that any information
which, at the time of receipt by Employee or thereafter, is or
becomes known by persons outside the Company through no wrongful
act of Employee shall not constitute confidential information for
purposes of this Agreement; and (2) to abide by all the terms and
conditions of the Amended Plan and such other terms and
conditions as may be imposed by the Board.
16. BINDING EFFECT. This Agreement shall be binding
upon the heirs, executors, administrators, and successors of the
parties hereto.
IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be executed the day and year first above written.
Radyne Corp.
By
- --------------------------- ---------------------------
<PAGE>
APPENDIX 3
AMENDED AND RESTATED STOCK OPTION AGREEMENT
AGREEMENT made as of [NOVEMBER __, 1998], between
Radyne Corp., a New York corporation (hereinafter called the
"Company"), and
(hereinafter called "Employee").
WHEREAS the Company considers it desirable and in its
best interests that Employee be given an inducement to acquire a
proprietary interest in the Company as an added incentive to
advance the interests of the Company;
WHEREAS on November 13, 1996, the Company's Board of
Directors (the "Board") adopted its 1996 Incentive Stock Option
Plan (the "Original Plan") and on ,
, determined to grant Employee a certain option (the "Original
Option") intended to constitute an incentive stock option within
the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code");
WHEREAS in connection with the issuance of the Original
Option, the Company determined that the fair market value of its
common stock as of the date thereof, after giving effect to a
5-for-1 reverse split (which became effective on January 9,
1997), was [STATE PRICE] per share;
WHEREAS as of October 6, 1998, the Board amended its
1996 Incentive Stock Option Plan (the "Amended Plan"); and
WHEREAS as of [NOVEMBER __, 1998], the Company has
determined that the Original Option shall be amended and restated
as provided herein (the "Amended Option"), and that such Amended
Option shall constitute an incentive stock option within the
meaning of Section 422 of the Code;
NOW, THEREFORE, in consideration of the premises, it is
agreed as follows:
1. GRANT OF OPTION. The Company hereby grants to
Employee the right, privilege, and option to purchase ______
shares of its common stock, par value $0.002 per share (the
"Optioned Shares") at [STATE PRICE] per share in the manner and
subject to the conditions hereinafter provided.
2. TIME OF EXERCISE OF OPTION. Except as otherwise
provided in this Agreement or in the Plan, the option granted
hereunder may be exercised (and the Original Option shall be
considered amended and restated as provided herein) only after
the shareholders
<PAGE>
of the Company have approved the Amended Plan and then only in
accordance with the following schedule: the option shall be
exercisable as to 25% of the Optioned Shares from and after the
date hereof and as to an additional 25% from and after the later
of the date hereof or each of the first, second and third
anniversaries of the date of the Original Option.
3. METHOD OF EXERCISE. The option shall be exercised
by written notice directed to the Company at its principal place
of business, accompanied by cash in payment of the option price.
The Company shall make immediate delivery of the shares subject
to the exercise of the option; provided that if any law or
regulation requires the Company to take any action with respect
to such shares (including but not limited to registration of such
shares under the Securities Act of 1933) before the issuance
thereof, or if the Company deems such action to be appropriate or
advisable, then the date of delivery of such shares shall be
extended for the period necessary to take such action.
4. TERMINATION OF OPTION. Except as otherwise stated
in this Agreement, the option (to the extent not previously
exercised) shall terminate upon the earlier of:
(a) the expiration of three months from the date
on which Employee's continuous employment by the Company (or by a
parent or subsidiary thereof, as defined in the Amended Plan) is
terminated; or
(b) November 13, 2006 (the tenth anniversary of
the date of the Original Option).
5. DEATH, DISABILITY OR RETIREMENT. Notwithstanding
Paragraph 4(a) hereof, but in all events subject to Paragraph
4(b) hereof:
(a) in the event of Employee's death (i) while in
the employ of the Company (or a parent or subsidiary thereof) or
(ii) within three months after the termination of such
employment, his estate or any person who acquires the right to
exercise the option by bequest, inheritance, or by reason of the
death of Employee may exercise the unexercised portion of the
option, at any time before the expiration thereof, to the same
extent, and only such extent, that Employee could have exercised
the option immediately before his death;
(b) in the event Employee terminates employment
with the Company (or a parent or subsidiary thereof) as a result
of permanent and total disability (as such term is defined in
Section 22(e)(3) of the Code) on a date as of which the option
has not been fully exercised Employee may within one year after
the date of such termination exercise the unexercised portion of
the option to the same extent, and only such extent, that
Employee could have exercised the option immediately before such
termination; and
(c) in the event Employee retires in accordance
with the normal retirement practices of the Company (or a parent
or subsidiary thereof) on a date as of which the option has not
been fully exercised, Employee may within three months after the
date of such
<PAGE>
retirement exercise the unexercised portion of the option to the
same extent, and only such extent, as Employee could have
exercised the option immediately before such retirement.
6. $100,000 ANNUAL LIMIT. In no instance shall
incentive stock options granted to Employee under the Original
Plan or the Amended Plan (or under any other incentive stock
option plan of the Company or any parent or subsidiary thereof)
to acquire common stock with a fair market value in excess of
$100,000 (determined as of the date on which the options were
granted, and treating this Amended Option as granted on November
13, 2006) become exercisable for the first time during any single
calendar year. Subject to Paragraph 4(b) hereof, to the extent
(if any) that Employee's incentive stock options to acquire
common stock of the Company (or a parent or subsidiary thereof)
with a fair market value in excess of $100,000 (so determined)
would otherwise first become exercisable during a single calendar
year, options to acquire common stock with a fair market value of
$100,000 (so determined) shall become exercisable during such
year and the remaining options shall become exercisable as of the
first day of the succeeding calendar year, subject again to this
Paragraph 6. In applying this paragraph, options shall become
exercisable in the order in which they were granted (treating
this Amended Option as granted on November 13, 1996).
7. CHANGE IN STOCK AND ADJUSTMENTS. If all or any
portion of the option evidenced hereby is exercised subsequent to
any stock dividend, split-up, recapitalization, combination or
exchange of shares, merger, consolidation, acquisition of
property (other than cash) for stock, separation, reorganization
or liquidation (provided that such transaction has not been
approved by the Board on or before the date hereof) as a result
of which shares of any class shall be issued in respect of
outstanding shares of common stock of the Company or shares of
common stock of the Company`shall be changed into the same or a
different number of shares of the same or another class or
classes, the person or persons so exercising such option shall
receive, for the aggregate price payable upon exercise of the
option, the aggregate number and class of shares which, if shares
of common stock of the Company had been purchased at the date of
granting of the option for the same aggregate price (on the basis
of the price per share provided in the option) and had not been
disposed of, such person or persons would be holding at the time
of such exercise, as a result of such purchase and any such stock
dividend, split-up, recapitalization, combination or exchange of
shares, merger, consolidation, acquisition of property for stock,
separation, reorganization or liquidation; provided, however,
that no fractional share shall be issued upon any such exercise.
If any such adjustment would result in the optionee being
entitled to exercise an option with respect to a fractional
share, the number of shares subject to such option shall be
reduced to the next lowest number of full shares. Employee
acknowledges that this Agreement, including the figures stated
herein, has been prepared taking into account a 5 for 1 reverse
split of the Company's common stock (which became effective on
January 9, 1997).
<PAGE>
8. RIGHTS PRIOR TO EXERCISE OF OPTION. The option
granted hereunder is not transferable by Employee except by will
or the laws of descent and distribution, and during his lifetime
is exercisable only by him. Employee shall have no rights as a
shareholder in the Optioned Shares until payment of the option
price and delivery to him of such shares as herein provided.
9. TAX OBLIGATIONS. The Company may require as a
condition of the exercise of the option granted hereunder that
Employee pay to the Company, in cash, an amount sufficient to
satisfy the Company's obligation, if any, to withhold federal,
state and local taxes with respect to the exercise of such
option.
10. TENURE. Nothing herein shall be construed as a
right of continued employment by the Company (or any parent or
subsidiary thereof) or as affecting the Company's right to
terminate your employment at any time.
11. OTHER TERMS AND CONDITIONS. In consideration of
the grant of the option made hereunder, Employee agrees (1) not
to disclose any trade or secret data or any other confidential
information acquired by him during his employment by the Company
or a subsidiary of the Company, or after the termination of his
employment or his retirement, provided that any information
which, at the time of receipt by Employee or thereafter, is or
becomes known by persons outside the Company through no wrongful
act of Employee shall not constitute confidential information for
purposes of this Agreement; and (2) to abide by all the terms and
conditions of the Plan and such other terms and conditions as may
be imposed by the Board.
12. BINDING EFFECT. This Agreement shall be binding
upon the heirs, executors, administrators, and successors of the
parties hereto.
IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be executed the day and year first above written.
Radyne Corp.
By
---------------------------
, its
-----------------------------
Employee
<PAGE>
APPENDIX 4
STOCK OPTION AGREEMENT
AGREEMENT made as of , ,
between Radyne Corp., a New York corporation (hereinafter called
the "Company"), and
(hereinafter called "Employee").
WHEREAS the Company considers it desirable and in its
best interests that Employee be given an inducement to acquire a
proprietary interest in the Company as an added incentive to
advance the interests of the Company;
WHEREAS on November 13, 1996, the Company's Board of
Directors (the "Board") adopted its 1996 Incentive Stock Option
Plan (as in effect prior to the amendment described below, the
"Original Plan");
WHEREAS on October 6, 1998, the Board amended its 1996
Incentive Stock Option Plan (as so amended and restated, the
"Amended Plan");
WHEREAS on , , , the Board determined
to grant the option evidenced hereby, which is intended to
constitute an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code");
WHEREAS the Company determined that the fair market
value of its common stock as of the date hereof is [STATE PRICE]
per share; and
NOW, THEREFORE, in consideration of the premises, it is
agreed as follows:
1. GRANT OF OPTION. The Company hereby grants to
Employee the right, privilege, and option (the "Option") to
purchase shares of its common stock, par value $0.002 per
share (the "Optioned Shares") at [STATE PRICE] per share in the
manner and subject to the conditions hereinafter provided.
2. TIME OF EXERCISE OF OPTION. Except as otherwise
provided in this Agreement or in the Plan, the option granted
hereunder may be exercised only after the shareholders of the
Company have approved the Amended Plan and then only in
accordance with the following schedule: the option shall be
exercisable as to 25% of the Optioned Shares from and after the
date hereof and as to an additional 25% from and after each of
the first, second and third anniversaries of the date hereof.
3. METHOD OF EXERCISE. The option shall be exercised
by written notice
<PAGE>
directed to the Company at its principal place of business,
accompanied by cash in payment of the option price. The Company
shall make immediate delivery of the shares subject to the
exercise of the option; provided that if any law or regulation
requires the Company to take any action with respect to such
shares (including but not limited to registration of such shares
under the Securities Act of 1933) before the issuance thereof, or
if the Company deems such action to be appropriate or advisable,
then the date of delivery of such shares shall be extended for
the period necessary to take such action.
4. TERMINATION OF OPTION. Except as otherwise stated
in this Agreement, the option (to the extent not previously
exercised) shall terminate upon the earlier of:
(a) the expiration of three months from the date
on which Employee's continuous employment by the Company (or by a
parent or subsidiary thereof, as defined in the Amended Plan) is
terminated; or
(b) the tenth anniversary of the date of this
Agreement.
5. DEATH, DISABILITY OR RETIREMENT. Notwithstanding
Paragraph 4(a) hereof, but in all events subject to Paragraph
4(b) hereof:
(a) in the event of Employee's death (i) while in
the employ of the Company (or a parent or subsidiary thereof) or
(ii) within three months after the termination of such
employment, his estate or any person who acquires the right to
exercise the option by bequest, inheritance, or by reason of the
death of Employee may exercise the unexercised portion of the
option, at any time before the expiration thereof, to the same
extent, and only such extent, that Employee could have exercised
the option immediately before his death;
(b) in the event Employee terminates employment
with the Company (or a parent or subsidiary thereof) as a result
of permanent and total disability (as such term is defined in
Section 22(e)(3) of the Code) on a date as of which the option
has not been fully exercised Employee may within one year after
the date of such termination exercise the unexercised portion of
the option to the same extent, and only such extent, that
Employee could have exercised the option immediately before such
termination; and
(c) in the event Employee retires in accordance
with the normal retirement practices of the Company (or a parent
or subsidiary thereof) on a date as of which the option has not
been fully exercised, Employee may within three months after the
date of such retirement exercise the unexercised portion of the
option to the same extent, and only such extent, as Employee
could have exercised the option immediately before such
retirement.
6. $100,000 ANNUAL LIMIT. In no instance shall
incentive stock options granted to Employee under the Original
Plan or the Amended Plan (or under any other incentive stock
option plan of the Company or any parent or subsidiary thereof)
to acquire common stock with a fair market value in excess of
$100,000 (determined as of the date on which the options
<PAGE>
were granted) become exercisable for the first time during any
single calendar year. Subject to Paragraph 4(b) hereof, to the
extent (if any) that Employee's incentive stock options to
acquire common stock of the Company (or a parent or subsidiary
thereof) with a fair market value in excess of $100,000 (so
determined) would otherwise first become exercisable during a
single calendar year, options to acquire common stock with a fair
market value of $100,000 (so determined) shall become exercisable
during such year and the remaining options shall become
exercisable as of the first day of the succeeding calendar year,
subject again to this Paragraph 6. In applying this paragraph,
options shall become exercisable in the order in which they were
granted.
7. CHANGE IN STOCK AND ADJUSTMENTS. If all or any
portion of the option evidenced hereby is exercised subsequent to
any stock dividend, split-up, recapitalization, combination or
exchange of shares, merger, consolidation, acquisition of
property (other than cash) for stock, separation, reorganization
or liquidation (provided that such transaction has not been
approved by the Board on or before the date hereof) as a result
of which shares of any class shall be issued in respect of
outstanding shares of common stock of the Company or shares of
common stock of the Company`shall be changed into the same or a
different number of shares of the same or another class or
classes, the person or persons so exercising such option shall
receive, for the aggregate price payable upon exercise of the
option, the aggregate number and class of shares which, if shares
of common stock of the Company had been purchased at the date of
granting of the option for the same aggregate price (on the basis
of the price per share provided in the option) and had not been
disposed of, such person or persons would be holding at the time
of such exercise, as a result of such purchase and any such stock
dividend, split-up, recapitalization, combination or exchange of
shares, merger, consolidation, acquisition of property for stock,
separation, reorganization or liquidation; provided, however,
that no fractional share shall be issued upon any such exercise.
If any such adjustment would result in the optionee being
entitled to exercise an option with respect to a fractional
share, the number of shares subject to such option shall be
reduced to the next lowest number of full shares.
8. RIGHTS PRIOR TO EXERCISE OF OPTION. The option
granted hereunder is not transferable by Employee except by will
or the laws of descent and distribution, and during his lifetime
is exercisable only by him. Employee shall have no rights as a
shareholder in the Optioned Shares until payment of the option
price and delivery to him of such shares as herein provided.
9. TAX OBLIGATIONS. The Company may require as a
condition of the exercise of the option granted hereunder that
Employee pay to the Company, in cash, an amount sufficient to
satisfy the Company's obligation, if any, to withhold federal,
state and local taxes with respect to the exercise of such
option.
10. TENURE. Nothing herein shall be construed as a
right of continued employment by the Company (or any parent or
subsidiary thereof) or as affecting the Company's right to
terminate your employment at any time.
<PAGE>
11. OTHER TERMS AND CONDITIONS. In consideration of
the grant of the option made hereunder, Employee agrees (1) not
to disclose any trade or secret data or any other confidential
information acquired by him during his employment by the Company
or a subsidiary of the Company, or after the termination of his
employment or his retirement, provided that any information
which, at the time of receipt by Employee or thereafter, is or
becomes known by persons outside the Company through no wrongful
act of Employee shall not constitute confidential information for
purposes of this Agreement; and (2) to abide by all the terms and
conditions of the Plan and such other terms and conditions as may
be imposed by the Board.
12. BINDING EFFECT. This Agreement shall be binding
upon the heirs, executors, administrators, and successors of the
parties hereto.
IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be executed the day and year first above written.
Radyne Corp.
By
---------------------------,
its
---------------------------
, Employee
<PAGE>
EXHIBIT 5
DORSEY & WHITNEY LLP
250 PARK AVENUE
NEW YORK, NEW YORK 10177
TEL. (212) 415-9200
FAX. (212) 953-7201
November 9, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: RADYNE CORP. - REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
As counsel to Radyne Corp., a New York corporation (the
"Company"), with respect to its Registration Statement on Form
S-8 being filed with the Securities and Exchange Commission,
relating to 900,000 shares of its Common Stock, par value $.002
(the "Shares") authorized by the Company's 1996 Incentive Stock
Option Plan (the "Plan"), we have reviewed the Plan, the
Company's Certificate of Incorporation and By-Laws and such other
documents as we deemed relevant in connection with this opinion.
Based upon the foregoing, it is our opinion that the Shares,
when issued in accordance with the terms of the Plan, will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the above mentioned Registration Statement.
Very truly yours,
DORSEY & WHITNEY LLP
<PAGE>
EXHIBIT 24(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Radyne Corp. on Form S-8 of our report dated
February 4, 1998, appearing in the Annual Report on Form 10-K of
Radyne Corp. for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
November 13, 1998
