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As filed with the Securities and Exchange Commission on August 15, 1997.
Registration Statement No. __
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
CALIFORNIA AMPLIFIER, INC.
(Exact name of Registrant as specified in its Charter)
460 CALLE SAN PABLO
CAMARILLO, CALIFORNIA 93012
(805) 987-9000
DELAWARE 95-3647070
(State or other jurisdiction of (Address including zip (I.R.S. Employer
incorporation or organization) code and telephone number, Identification No.)
including area code of
Registrant's principal
executive offices)
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)
WITH A COPY TO:
PETER F. ZIEGLER, ESQ.
GIBSON, DUNN & CRUTCHER
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071
(213) 229-7000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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|Title of Securities to | Amount to be | Proposed Maximum | Proposed Maximum | Amount of |
| be Registered | Registered (1) | Offering Price Per | Aggregate Offering | Registration Fee (3)|
| | | Share (2)(3) | Price (2)(3) | |
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<S> <C> <C> <C> <C>
|Common Stock, par | | | | |
|value $.01 per share | 800,000 | $4.1875 | $3,350,000.00 | $1,015.15 |
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</TABLE>
(1) The Registrant previously registered 200,000 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 800,000 shares of its Common Stock
with respect to the Plan on Form S-8 (No. 33-36944), an additional 800,000
shares of its Common Stock with respect to the Plan on Form S-8 (No. 33-
72704), and an additional 800,000 shares of its Common Stock with respect
to the Plan on Form S-8 (No. 33-60879).
(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 ($4.1875) as reported on the Nasdaq
National Market System on August 14, 1997.
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INCORPORATION BY REFERENCE
California Amplifier, Inc.'s Annual Report on Form 10-K for the fiscal
year ended March 1, 1997, Quarterly Report on Form 10-Q for the period ended
May 31, 1997, Amended Quarterly Report on Form 10-Q/A for the period ended
May 31, 1997, 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, Registration Statement No. 33-72704, and Registration
Statement No. 33-60879 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 May 16, 1996, 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 2,600,000 shares to an aggregate of 3,400,000
shares (the "Share Increase Amendment"), subject to adjustment to prevent
dilution as specified in Section 10 of the 1989 Plan. The additional 800,000
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.
2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
4.11 Amendment No. 4 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
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent of
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934, and, where interim financial information is required to be presented by
Article 3 or Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the indemnification provisions described in any earlier
registration statements relating to the 1989 Plan, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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 registrant 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 whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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 15th day of
August, 1997.
CALIFORNIA AMPLIFIER, INC.
By: /s/ Ira Coron
Chairman of the Board and
Chief Executive Officer
Dated: August 15, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
CAPACITIES
SIGNATURES IN WHICH SERVED DATES
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/s/ Ira Coron Chairman, Chief Executive August 15, 1997
Officer and Director (Principal
Executive Officer)
/s/ Arthur H. Hausman Director August 15, 1997
/s/ William E. McKenna Director August 15, 1997
/s/ Thomas Ringer Director August 15, 1997
/s/ Michael R. Ferron Vice President, Finance August 15, 1997
and Chief Financial Officer
(Principal Accounting Officer)
4
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.11 Amendment No. 4 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
<PAGE>
Exhibit 4.11
AMENDMENT NO. 4
TO
CALIFORNIA AMPLIFIER, INC.
1989 KEY EMPLOYEE STOCK OPTION PLAN
This Amendment No. 4 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 SHARE SUBJECT TO PLAN
"The maximum number of shares of Common Stock that may be acquired
upon the exercise in full of options granted under this Plan, in
the aggregate, is three million, four hundred thousand (3,400,000)
subject to adjustment as provided in Section 10 hereof. Such
maximum number does not include the number of shares of Common
Stock 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. This Amendment No. 4 to the Plan is effective as of May 16, 1996,
(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. 4 are subject to
approval by the stockholders of the Company within twelve months of
the Approval Date.
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Exhibit 5.1
August 15, 1997
California Amplifier, Inc.
460 Calle San Pablo
Camarillo, California 93012
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 August 15, 1997 (the "Registration Statement") with
respect to an additional 800,000 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 secretary 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. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of
the Act or the General Rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
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Exhibit 23.2
ARTHUR
ANDERSEN
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 9, 1997
included in California Amplifier, Inc.'s Form 10-K for the year ended March 1,
1997 and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Los Angeles, California
August 15, 1997
