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As filed with the Securities and Exchange Commission on July 6, 1995
Registration No 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement
Under
The Securities Act of 1933
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CALIFORNIA AMPLIFIER, INC.
(Exact name of registrant as specified in its charter)
460 CALLE SAN PABLO
CAMARILLO, CALIFORNIA 93012
(805) 987-9000
<TABLE>
<S> <C> <C>
DELAWARE 95-3647070
(State or other jurisdiction of (Address including zip code, and telephone (I.R.S. Employer
incorporation or organization) number, including area code of Identification Number)
Registrant's principal executive offices)
</TABLE>
1989 KEY EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)
MICHAEL R. FERRON
VICE PRESIDENT, FINANCE
CALIFORNIA AMPLIFIER, INC.
460 CALLE SAN PABLO
CAMARILLO, CALIFORNIA 93012
(805) 987-9000
(Name, address including zip code, and telephone number,
including area code, of agent for service)
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WITH A COPY TO:
PETER F. ZIEGLER, ESQ.
GIBSON, DUNN & CRUTCHER
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071
(213) 229-7000
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed
Proposed Maximum
Title of Securities Amount to Maximum Offering Aggregate Offering Amount of
to be Registered be Registered(1) Price Per Share(2) Price(2) Registration Fee(3)
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<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per
share 400,000 $10.68 $4,272,000.00 $1,473.10
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<FN>
(1) The Registrant previously registered 100,000 shares of its Common Stock
with respect to its 1989 Key Employee Stock Option Plan (the "Plan") on
Form S-8 (No. 33-31427), an additional 400,000 shares of its Common Stock
with respect to the Plan on Form S-8 (No. 33-36944), and an additional
400,000 shares of its Common Stock with respect to the Plan on Form S-8
(No. 33-72704).
(2) Estimated solely for purposes of determining the registration fee.
(3) Calculated pursuant to Rule 457(h) based on the average of the high and low
prices of the Registrant's Common Stock ($10.68) as reported on the NASDAQ
National Market System on June 29, 1995.
</TABLE>
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<PAGE>
INCORPORATION BY REFERENCE
California Amplifier, Inc.'s Annual Report on Form 10-K for the fiscal
year ended March 4, 1995, and the contents of Registration Statement No.
33-31427, Post Effective Amendment No. 1 to Registration Statement No. 33-31427,
Registration Statement No. 33-36944, and Registration Statement No. 33-72704
heretofore filed with the Securities and Exchange Commission are hereby
incorporated in this Registration Statement by reference.
REGISTRATION OF ADDITIONAL SECURITIES
SHARE INCREASE AMENDMENT
On May 4, 1989, the Board of Directors of the Company approved and
adopted the California Amplifier, Inc. 1989 Key Employee Stock Option Plan (the
"1989 Plan"). The 1989 Plan provides for the grant of "incentive options" and
"non-qualified options." On September 26, 1994, the Board of Directors adopted
and approved, subject to stockholder approval, an amendment to the 1989 Plan to
increase the number of shares of the Registrant's $.01 par value common stock
(the "Common Stock") that may be acquired upon the exercise of options under the
1989 Plan from an aggregate of 900,000 shares to an aggregate of 1,300,000
shares (the "Share Increase Amendment"), subject to adjustments to prevent
dilution as specified in Section 10 of the 1989 Plan. The additional 400,000
shares of Common Stock that may be acquired upon exercise of options under the
1989 Plan, as amended by the Share Increase Amendment, are being registered
hereby and have been listed with the NASDAQ National Market System.
INDIVIDUAL GRANT LIMITATION AMENDMENT
On September 26, 1994, the Board approved an amendment to the 1989
Plan which provides that no employee shall be eligible to be granted options for
in excess of 250,000 shares of common stock, subject to adjustments to prevent
dilution as specified in Section 10 of the 1989 Plan.
2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
4.10 Amendment No. 3 to the 1989 Key Employee Stock Option Plan
5.1 Opinion of Gibson, Dunn & Crutcher
23.1 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, independent public accountants
3
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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 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 Camarillo, State of California, on this 31st day of
May 1995.
CALIFORNIA AMPLIFIER, INC.
By: /s/ IRA CORON
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Ira Coron, Chairman, Chief Executive
Officer and Director
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 dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ IRA CORON Chairman, Chief Executive May 31, 1995
- -------------------------- Officer and Director
Ira Coron (Principal Executive
Officer)
/s/ DAVID R. NICHOLS Executive Vice President, May 31, 1995
- -------------------------- Operations and Director
David R. Nichols
/s/ MICHAEL R. FERRON Vice President, Finance, May 31, 1995
- -------------------------- Chief Financial Officer
Michael R. Ferron and Secretary (Principal
Financial and Accounting
Officer)
/s/ WILLIAM E. McKENNA Director May 31, 1995
- --------------------------
William E. McKenna
/s/ ARTHUR H. HAUSMAN Director May 31, 1995
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Arthur H. Hausman
4
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EXHIBIT INDEX
Exhibit
Number Description
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4.10 Amendment No. 3 to the 1989 Key Employee Stock Option Plan
5.1 Opinion of Gibson, Dunn & Crutcher
23.1 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, independent public accountants
5
<PAGE>
EXHIBIT 4.10
AMENDMENT NO. 3
TO
CALIFORNIA AMPLIFIER, INC.
1989 KEY EMPLOYEE STOCK OPTION PLAN
This Amendment No. 3 to the California Amplifier, Inc. 1989 Key
Employee Stock Option Plan (the "Plan").
NOW, THEREFORE, the Plan is amended and modified as follows:
1. Section 3 of the Plan is amended to read in its entirety as
follows:
"Section 3. Common Shares Subject to Plan
"The maximum number of Common Shares that may be acquired upon
the exercise in full of options granted under this Plan, in the
aggregate, is one million, three hundred thousand (1,300,000), subject
to adjustment as provided in Section 10 hereof. Such maximum number
does not include the number of Common Shares subject to the
unexercised portion of any option granted under this Plan that has
expired or that has been terminated, which may again become subject to
options under this Plan."
2. Section 6(f) is added and reads in its entirety as follows:
"(f) Notwithstanding any other provision of this Plan, no
Employee shall be eligible to be granted options for in excess of two
hundred and fifty thousand (250,000) Common Shares, subject to
adjustment pursuant to Section 10 hereof, during any one calendar
year."
3. This Amendment No. 3 to the Plan is effective as of September 26,
1994 (the "Approval Date"); the date of adoption and approval by the Board of
Directors of the Company; provided, however, that any option grants made
pursuant to this Amendment No. 3 are subject to approval by the stockholders of
the Company within twelve months of the Approval Date.
<PAGE>
EXHIBIT 5.1
GIBSON, DUNN & CRUTCHER
LAWYERS
333 South Grand Avenue
Los Angeles, California 90071-3197
June 26, 1995
(213) 229-7000 C 12165-00002
California Amplifier, Inc.
460 Calle San Pablo
Camarillo, California 93010
Gentlemen:
We have acted as counsel to California Amplifier, Inc., a Delaware
corporation (the "Company") in connection with the preparation of the
Registration Statement on Form S-8, to be filed with the Securities and Exchange
Commission on July 6, 1995 (the "Registration Statement") with respect to an
additional 400,000 shares of Common Stock, par value $0.01 per share (the
"Shares"), of the Company which have been reserved for issuance from time to
time upon the exercise of stock options granted and to be granted pursuant to
the Company's 1989 Key Employee Stock Option Plan as currently in effect (the
"Plan").
We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In rendering this
opinion, we have relied upon a certificate of the president and chief operating
officer of the Company (the "Certificate") as to actions taken by and on behalf
of the Company in connection with the authorization, reservation and proposed
issuance and sale of the Shares. Based upon our examinations and inquiries, and
in reliance upon the Certificate, we are of the opinion that the Shares, upon
issuance thereof in accordance with the terms of the options granted pursuant to
the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER
GIBSON, DUNN & CRUTCHER
BDS/WCH
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EXHIBIT 23.2
ARTHUR
ANDERSEN
ARTHUR ANDERSEN & CO, SC
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated April 11, 1995
included in California Amplifier, Inc.'s Form 10-K for the year ended March 4,
1995 and to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
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Arthur Andersen LLP
Los Angeles, California
June 27, 1995
