Registration No. 333-67469
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1
To
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RADYNE COMSTREAM INC.
(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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This Post-Effective Amendment to the Registration Statement shall become
effective immediately upon filing as provided in Rule 464 under the Securities
Act of 1933.
2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note
The purpose of this Amendment is to amend the Exhibit Index and add
Exhibits 4.1 and 4.2.
Item 8. Exhibits.
See the Exhibit Index on page II-4 of this Registration Statement.
II-1
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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 the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, State of
Arizona, on May 4, 1999.
RADYNE COMSTREAM INC.
By: /s/ ROBERT C. FITTING
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Robert C. Fitting
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the 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, Chief May 4, 1999
- ------------------------ Executive Officer,
Robert C. Fitting Director
II-2
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/s/ GARRY D. KLINE Vice President - Finance May 4, 1999
- -------------------------- (Principal Financial and
Garry D. Kline Accounting Officer)
/s/ LIM MING SEONG* Chairman of the May 4, 1999
- -------------------------- Board of Directors
Lim Ming Seong
/s/ LEE YIP LOI * Director May 4, 1999
- --------------------------
Lee Yip Loi
/s/ CHAN WEE PIAK* Director May 4, 1999
- --------------------------
Chan Wee Piak
/s/ ROBERT A. GRIMES* Director May 4, 1999
- --------------------------
Robert A. Grimes
/s/ DENNIS ELLIOTT* Director May 4, 1999
- --------------------------
Dennis Elliott
* By: /s/ Robert C. Fitting
--------------------------
Robert C. Fitting
Attorney-in-Fact
II-3
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EXHIBIT INDEX
Exhibit No.
4.0 - Amendment No. 1 to Registrant's 1996 Incentive Stock Option Plan,
including forms of option agreements.*
4.1 - Amendment No. 2 to Registrant's 1996 Incentive Stock Option Plan.
4.2 - Amendment No. 3 to Registrant's 1996 Incentive Stock Option Plan.
5 - Opinion of Dorsey & Whitney LLP*
24.a - Consent of Dorsey & Whitney LLP (included in Exhibit 5)*.
24.b - Consent of Deloitte & Touche LLP*
* Previously filed
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EXHIBIT 4.1
RADYNE CORP.
Amendment No. 2 to 1996 Incentive Stock Option Plan
WHEREAS on November 5, 1998, the Shareholders approved the adoption of
Amendment No. 1 to the Corporation's 1996 Incentive Stock Option Plan (the
"Plan"), which amendment increased by 900,000 the number of shares of the
Corporation's Common Stock which are available for the grant of options under
the Plan;
WHEREAS, in connection with such amendment, the Corporation has filed an
Application to Register Securities with the California Securities Commission
(the "Application");
WHEREAS Rule 260.140.45 of Title 10, California Code of Regulations (the
"30% Rule") requires the approval of holders of at least two-thirds of the
shares of Common Stock in the event that the total number of shares issuable
upon exercise of all outstanding options and the total number of shares called
for under any stock bonus or similar plan shall exceed 30% of the outstanding
shares of the Corporation;
WHEREAS, under certain circumstances, the above described amendment to the
Plan, together with previously granted options which remain outstanding under
the Plan, could result in a situation where there would be outstanding options
exercisable for in excess of 30% of the Corporation's shares; and
WHEREAS the Shareholders consider it to be in the best interests of the
Corporation for them to grant the approval required under the 30% Rule, in order
that the Application can be accepted and options can be granted under the Plan
to California employees;
NOW, THEREFORE, IT IS HEREBY RESOLVED that the total number of shares of
Common Stock of the Corporation issuable on the exercise of all options at any
one time outstanding under the Plan or otherwise (subject to any exclusions set
forth in Rule 260.140.45 of Title 10, California Code of Regulations (the 30%
Rule")) and the total number of shares of Common Stock called for under any
stock bonus or similar plan may exceed 30%, but shall not exceed 35%, of the
then outstanding shares of Common Stock, calculated in accordance with the
conditions and exclusions of the 30% Rule; and
RESOLVED, FURTHER, that the Plan, as amended by Amendment No. 1, be further
amended by adding the following sentence to the end of Section 5 thereof:
"Notwithstanding the foregoing, at no time shall the total number of
shares
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of Common Stock issuable upon the exercise of all outstanding options and
the total number of shares of Common Stock provided for under any stock
bonus or similar plan of the Company exceed 35% of the outstanding shares
of Common Stock, as calculated in accordance with the conditions and
exclusions of Rule 260.140.45 of Title 10, California Code of Regulations,
based on the shares of the Company which are outstanding at the time the
calculation is made."
The date of the foregoing amendment is February 9, 1999.
-2-
EXHIBIT 4.2
RADYNE COMSTREAM INC.
Amendment No. 3 to 1996 Incentive Stock Option Plan
WHEREAS Radyne ComStream Inc., a New York corporation (the "Company"),
considers it desirable and in its best interests that employees of the Company
and its subsidiaries and non-employee directors of the Company 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 Plan was amended on October 6, 1998 and February 9, 1999; and
WHEREAS the Company has determined that the Plan should be further amended
to make non-employee directors eligible to receive options under the Plan.
NOW, THEREFORE, the Plan is amended as follows:
1. The first sentence of Section 3 of the Plan is hereby amended to read
as follows:
All employees of the Company and its subsidiaries and all directors of
the Company who are not employees of the Company or any subsidiary thereof
("Non-Employee Directors") may be offered an opportunity to participate in
the Plan as herein provided.
2. The first paragraph of Section 7 of the Plan is hereby amended to read
as follows:
Notwithstanding any other provision of the Plan or any agreement
evidencing options granted hereunder, each option granted under the Plan
shall terminate not later than ten (10) years (five (5) years in the case
of an option granted to a Major Shareholder) after the date on which it was
granted. Each option granted to an employee of the Company or a subsidiary
thereof under the Plan shall be exercisable by the option holder only while
he is an employee of the Company, or of a parent or subsidiary of the
Company, subject to the provisions of Sections 10, 11 and 12 hereof. Each
option granted to a Non-Employee Director under the Plan shall be
exercisable by the option holder only while he is a director of the
Company, subject to the provisions of Sections 10 and 11 hereof. The date
of grant of an option shall, for all purposes, be the date on which the
Board makes the determination granting such option.
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3. The first paragraph of Section 10 of the Plan is hereby amended to
read as follows:
Upon termination of employment or status as a Non-Employee Director
for any reason, except as provided in Section 11 or 12 hereof or in the
agreement evidencing such option, a person to whom an option is granted
may, at any time within three (3) months after the date of such termination
(but in no event later than the date of expiration of the option under the
provisions of Section 7 hereof or those of any agreement evidencing such
option), exercise the option to the extent, and only to the extent, he was
entitled to do so on the date of termination. Any options of terminated
optionees not so exercised shall forthwith terminate.
4. Section 11 of the Plan is hereof amended to read as follows:
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 in the status of a Non-Employee Director or within three (3)
months after the termination of such employment or status 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 shall 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 hereof) exercise the option 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.
5. Section 13 of the Plan is hereby amended to read as follows:
Each person to whom a stock option is granted under the Plan shall be
required to enter into a stock option agreement with the Company,
providing, inter alia, that he shall obligate himself: (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 parent or subsidiary of the
Company or while acting as a Non-Employee Director; 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.
6. All options granted to Non-Employee Directors under the Plan shall be
evidenced by option agreements in such form as may be approved by the Board of
Directors of the Company consistent with the terms of the Plan, as modified;
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7. 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
8. This Amendment shall be considered effective as of April 27, 1999.
