RADYNE COMSTREAM INC.
3138 East Elwood Street
Phoenix, Arizona 85034
November 19, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Radyne ComStream Inc.
Pre-effective Registration Statement on Form 8-A
Dear Sir or Madam:
Pursuant to Rule 12d1-2 of the General Rules and Regulations promulgated
under the Exchange Act of 1934, as amended, Radyne ComStream Inc., a New York
corporation, hereby requests that the effective date of the attached
Registration Statement on Form 8-A be accelerated so that it will become
effective concurrently with the effectiveness of Registration Statement on Form
S-2 under the Securities Act of 1933, as amended (Registration Number
333-90731).
If you have any questions, please contact Kevin Collins of Dorsey & Whitney
LLP at (212) 415-9200. Thank you.
Very truly yours,
RADYNE COMSTREAM INC.
By: /s/ Garry D. Kline
---------------------------
Garry D. Kline
Vice President, Finance
and Chief Financial Officer
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Radyne ComStream Inc.
(Exact Name of Registrant as Specified in Its Charter)
New York 11-2569467
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
3138 East Elwood Street, Phoenix, Arizona 85034
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. |_| box. |X|
Securities Act registration statement file number to 333-90731
which this form relates: (If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None
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Securities to be registered pursuant to Section 12(g) of the Act:
Units, each consisting of one share of common stock and one common stock
purchase warrant
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(Title of Class)
Common Stock Purchase Warrants
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(Title of Class)
<PAGE>
Item 1. Securities to be Registered.
Reference is made to the caption "Description of Securities" contained in
Registrant's Form S-2 filed on November 12, 1999, Registration No. 333-90731.
The descriptions of Registrant's warrants and units included in such
Registration Statement and which will be included in the form of prospectus to
be subsequently filed by the Registrant pursuant to Rule 424(b) under the
Securities Act are hereby incorporated by reference.
Item 2. Exhibits.
(a) The Registrant hereby incorporates by reference the form of warrant
agreement filed as Exhibit 4.2 and the form of warrant certificate filed as
Exhibit 4.3 to the Registrant's Registration Statement on Form S-2 (Registration
No. 333-90731).
(b) The form of unit certificate is filed by as an exhibit to this Form
8-A.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
RADYNE COMSTREAM INC.
(Registrant)
Dated: November 19, 1999 By: /s/ Garry D. Kline
---------------------------
Garry D. Kline
Vice President, Finance
and Chief Financial Officer
<PAGE>
NUMBER UNITS
RADYNE COMSTREAM INC.
Incorporated under the laws of the State of New York
SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
CUSIP 750611 50 1
THIS CERTIFIES THAT, FOR VALUE RECEIVED
(the "Registered Holder") is the owner of the number of fully-paid and
non-assessable Units specified above, transferable only on the books of Radyne
ComStream Inc. (the "Company") by the Registered Holder thereof in person or by
his or her duly authorized attorney, on surrender of this Unit Certificate
properly endorsed.
Each Unit consists of one (1) share of the Company's common stock, par value
$.002 per share (the "Common Stock"), and one Common Stock Purchase Warrant (the
"Warrants") to purchase one (1) share of Common Stock for $___ per share,
subject to certain adjustments, from the Separation Date (as defined below)
until __________ (the "Expiration Date"). The terms of the Warrants are governed
by a Warrant Agreement dated as of ___________(the "Warrant Agreement"), between
the Company and Continental Stock Transfer & Trust Company, as Warrant Agent
(the "Warrant Agent"), and are subject to the terms and provisions contained
therein. The Registered Holder of this Unit Certificate consents to all of the
terms and provisions contained in the Warrant Agreement by acceptance hereof.
Copies of the Warrant Agreement are on file at the office of the Warrant Agent
at 2 Broadway, New York, NY 10004 and are available to any holder on written
request and without cost. The Warrant shall be void unless exercised before 5:00
p.m., New York time on the Expiration Date.
This certificate is not valid unless countersigned and registered by the
Transfer Agent, Warrant Agent and Registrar of the Company.
The Warrant and share of Common Stock of the Company represented by this Unit
Certificate shall not be separately tradeable until ___________ , or such date
as may be determined and publicly announced by HD Brous & Co., Inc. (the
"Separation Date").
IN WITNESS WHEREOF the Company has caused this Unit Certificate to be duly
executed, manually or by facsimile, by two of its officers thereunto duly
authorized and a facsimile of the corporate seal to be imprinted thereon.
Dated:
CORPORATE
SEAL
Garry D. Kline Robert C. Fitting
Secretary President
<PAGE>
Radyne ComStream Inc.
ADDITIONAL PROVISIONS
This certificate certifies that for value received the Registered Holder
hereby is entitled, at any time on or after _____________ (or such earlier date
as may be determined and publicly announced by HD Brous & Co., Inc., that the
Warrants and Common Stock which comprise the Units shall be separately
tradeable), to exchange each Unit represented by this Unit Certificate for a
Common Stock Certificate representing one share of Common Stock and a Warrant
Certificate representing one Warrant upon surrender of this Unit Certificate to
the Transfer Agent at the office of the Transfer Agent together with any
documentation required by such Transfer Agent. At any time on or after the date
on which the Warrants and the Common Stock which comprise the Units become
separately tradeable and before 5:00 P.M. New York time on the Expiration Date,
upon surrender of the Warrant Certificate at the office of the Warrant Agent for
the Warrants with the subscription form on the reverse side thereof completed
and duly executed and accompanied by payment in cash or check payable to the
Warrant Agent for the account of the Company, the Registered Holder of such
Warrant Certificate shall be entitled to purchase from the Company one share of
Common Stock of the Company for each Warrant represented by the Warrant
Certificate, which shares shall be fully paid and non-assessable, at the
exercise price of $___ per share. The exercise price and the number of shares
purchasable upon exercise of each Warrant are subject to adjustment and the
Warrants are redeemable by the Company, each upon the occurrence of certain
events set forth in the Warrant Agreement.
After 5:00 P.M., New York time, on ___________, the Warrant shall become
null and void and of no value.
REFERENCE IS MADE TO THE WARRANT AGREEMENT REFERRED TO ON THE FRONT SIDE
HEREOF AND THE PROVISIONS OF SUCH WARRANT AGREEMENT SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS THOUGH FULLY SET FORTH ON THE FRONT OF THIS CERTIFICATE.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM __ as tenants in common UNIF GIFT MIN ACT--_______Custodian________
TEN ENT __ as tenants by the entireties (Cust) (Minor)
JT TEN __ as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as tenants Act_____________
in common (State)
COM PROP __ as community property
UNIF TRF MIN ACT--________Custodian (until age
(Cust)
-------- ) --------------
(Minor)
under Uniform Transfers to Minors Act
--------
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For Value Received, ________________________________________________ hereby
sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
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Units
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represented by the within Certificate, and do hereby irrevocably constitute and
appoint
Attorney
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to transfer the said Unit(s) on the books of the within named Corporation with
full power of substitution in the premises.
Dated _________________________
NOTICE ______________________________
THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THIS CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
IMPORTANT: ALL SIGNATURES MUST BE GUARANTEED IN THE SPACE PROVIDED BELOW BY
A FIRM THAT IS A MEMBER OF THE NATIONAL SECURITIES EXCHANGE OR OF
THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A
COMMERCIAL BANK OR TRUST COMPANY LOCATED IN THE UNITED STATES.
SIGNATURE GUARANTEE:
Name:
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(Please Print)
By:
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Title:
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[REVERSE SIDE OF UNIT CERTIFICATE]
