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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 2000
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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GIGA-TRONICS INCORPORATED
(Exact name of Registrant as Specified in Its Charter)
CALIFORNIA 94-2656341
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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4650 NORRIS CANYON ROAD
SAN RAMON, CALIFORNIA 94583
(925) 328-4650
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
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GIGA-TRONICS INCORPORATED
2000 STOCK OPTION PLAN
(Full Title of Plan)
-------------------------
GEORGE H. BRUNS, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
GIGA-TRONICS INCORPORATED
4650 NORRIS CANYON ROAD
SAN RAMON, CALIFORNIA 94583
(925) 328-4650
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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====================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE
-------------------------------------- -------------------- ------------------- ------------------ -----------------
<S> <C> <C> <C> <C>
Common Stock, no par value 700,000 $7.88 $5,516,000 $1,456.24
====================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers shares issued pursuant to
antidilution provisions set forth in the Plan.
(2) Calculated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and
low prices of the Common Stock as reported on the Nasdaq National
Market on September 5, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information required by Part I of Form S-8 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which previously have been filed by the
Company with the Securities and Exchange Commission (the "SEC"), are
incorporated herein by reference and made a part hereof:
(a) Registrant's Annual Report on Form 10-K for the fiscal year
ended March 25, 2000;
(b) Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 24, 2000;
(c) Registrant's Proxy Statement, as filed with the SEC on July 19,
2000; and
(d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the SEC on July 27,
1984, and any amendments or reports filed with the SEC for the purposes of
updating such description.
(e) The description of the Registrant's Preferred Stock Purchase Rights
contained in the Registrant's Registration Statement on Form 8-A filed with the
SEC on November 9, 1998, and any amendments or reports filed with the SEC for
the purposes of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or that deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents.
For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 204 and 317 of the California General Corporation Law and the
Registrant's Bylaws contain provisions authorizing the indemnification of
corporate directors and officers against certain liabilities and expenses
incurred in connection with proceedings involving such persons in their
capacities as directors and officers, including proceedings under the Securities
Act of 1933, as amended (the "1933 Act"), or the 1934 Act.
Section 29 of the Registrant's Bylaws requires the Registrant to
indemnify all directors and officers to the fullest extent permitted by
California law and also provides for the advancement of expenses to officers and
directors in connection with their defense of civil or criminal proceedings upon
the written undertaking of the director or officer to repay the advance in the
event it is ultimately determined that such individual is not entitled to
indemnification under the California General Corporation Law.
In addition, the Registrant has entered into supplemental
indemnification agreements with its directors which broaden the scope of
indemnity beyond that expressly provided by the Bylaws and the California
General Corporation Law. These supplemental contracts are permissible under
California General Corporation Law and have been approved by the Registrant's
shareholders. The agreements provide the directors with indemnification to the
fullest possible extent permitted by law against all expenses (including
attorney fees), judgments, fines and settlement amounts incurred or paid by them
in any action or proceeding (including any action by or in the right of the
Registrant) by reason of their service either as a director, officer, employee
or agent of the Registrant or, at the Registrant's request, as a director,
officer, agent or employee of another company, partnership, joint venture, trust
or other enterprise. However, no indemnity will be provided to any director with
respect to conduct which is adjudged to be knowingly fraudulent, deliberately
dishonest or to constitute willful misconduct.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or other agent of the Registrant in which
indemnification is being sought, nor is the Registrant aware of any threatened
litigation that may result in a claim for indemnification by any director,
officer, employee or other agent of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
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Exhibit No. Description
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<S> <C>
4.1 Articles of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 to Form 10-K for
the fiscal year ended March 27, 1999).
4.2 Amended and Restated Bylaws of Registrant, as amended
(incorporated by reference to Exhibit 3.2 to Form 10-K for
the fiscal year ended March 28, 1998).
4.3 Rights Agreement dated as November 6, 1998 between the
Registrant and ChaseMellon Shareholder Services, LLC
(incorporated by reference to Exhibit 4.1 to the Registrant's
Current Report on Form 8-K dated November 9, 1998).
5.1 Opinion of Gibson, Dunn & Crutcher, LLP regarding the
legality of the Common Stock covered by this Registration
Statement.
23.1 Consent of Gibson, Dunn & Crutcher, LLP (included in
Exhibit 5.1)
23.2 Consent of KPMG LLP, independent auditors.
24 Power of Attorney (contained on signature page hereto).
99.1 Giga-tronics Incorporated 2000 Stock Option Plan.
</TABLE>
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ITEM 9. UNDERTAKING
(a) The Company 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;
(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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company 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.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by a final adjudication of
such issue.
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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 San Ramon, State of California, on this 31st day
of August, 2000.
GIGA-TRONICS INCORPORATED
By: /s/ George H. Bruns, Jr.
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George H. Bruns, Jr.
Chairman and Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
Each person whose signature appears below constitutes and appoints
GEORGE H. BRUNS, JR. and MARK H. COSMEZ, II his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as full to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone, or
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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NAME AND SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ George H. Bruns, Jr. Chairman of the Board, Chief August 31, 2000
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George H. Bruns, Jr. Executive Officer, and Director
/s/ Mark H. Cosmez, II Chief Financial Officer, Vice August 31, 2000
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Mark H. Cosmez, II President, Finance and Secretary
/s/ James A. Cole Director August 31, 2000
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James A. Cole
/s/ William E. Wilson Director August 31, 2000
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William E. Wilson
/s/ Robert C. Wilson Director August 31, 2000
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Robert C. Wilson
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description
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<S> <C>
4.1 Articles of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 to Form 10-K for
the fiscal year ended March 27, 1999).
4.2 Amended and Restated Bylaws of Registrant, as amended
(incorporated by reference to Exhibit 3.2 to Form 10-K for
the fiscal year ended March 28, 1998).
4.3 Rights Agreement dated as November 6, 1998 between the
Registrant and ChaseMellon Shareholder Services, LLC
(incorporated by reference to Exhibit 4.1 to the Registrant's
Current Report on Form 8-K dated November 9, 1998).
5.1 Opinion of Gibson, Dunn & Crutcher, LLP regarding the
legality of the Common Stock covered by this Registration
Statement.
23.1 Consent of Gibson, Dunn & Crutcher, LLP (included in
Exhibit 5.1)
23.2 Consent of KPMG LLP, independent auditors.
24 Power of Attorney (contained on signature page hereto).
99.1 Giga-tronics Incorporated 2000 Stock Option Plan
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