As filed with the Securities and Exchange Commission on December 20, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CALIFORNIA AMPLIFIER, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 95-3647070
(State of Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
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CALIFORNIA AMPLIFIER, INC. 1999 STOCK OPTION PLAN
(Full Title of the Plan)
MICHAEL R. FERRON
CORPORATE SECRETARY
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 LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071
(213) 229-7000
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of Securities Amount to Be Proposed Maximum Maximum Amount of
to be Registered Registered (1) Offering Price Aggregate Offering Registration
Per Share (2) Price (2) Fee (3)
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<S> <C> <C> <C> <C> <C>
Common stock, par
value $0.01 per share. 1,000,000 $24.4375 $24,437,500 $6,451.50
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Calculated pursuant to Rule 457(c) based upon the average of the
high and low prices of the Common Stock on the Nasdaq Stock Market on
December 15, 1999 which was $24.4375.
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<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by California Amplifier,
Inc., a Delaware corporation (the "Company" or "Registrant"), relating to
1,000,000 shares of its common stock, par value $0.01 per share (the "Common
Stock"), issuable to eligible persons under the California Amplifier, Inc. 1999
Stock Option Plan (the "Plan").
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to Part
1 of Form S-8
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to Part
1 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 "Commission"), are incorporated
herein by reference and made a part hereof:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
February 27, 1999;
(ii) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended May 29, 1999, August 28, 1999.
(iii)The Company's Current Reports on Forms 8-K and 8-K/A, filed with the
Commission on May 3, 1999 and July 1, 1999, respectively;
(iv) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Annual Report referred to in (i) above; and
(v) The description of the Common Stock contained in the Company's
Registration Statement on Form S-1/A, filed with the Commission on March 25,
1993, including any amendment or report filed for the purpose of updating such
description.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto, which indicates that all securities offered hereunder have been sold or
which 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 document or 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
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Registrant's Certificate of Incorporation and
Article VII of its Bylaws provide for the indemnification by the Company of each
director, officer and employee of the Company to the fullest extent permitted by
the Delaware General Corporation law, as the same exists or may hereafter be
amended. Section 145 of the Delaware General Corporation Law provides in
relevant part that a corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful.
In addition, Section 145 provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to ay
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or sit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper. Delaware law further provides that nothing
in the above-described provisions shall be deemed exclusive of any other rights
to indemnification or advancement of expenses to which any person may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
In October 1987, the Company effectively entered into, and the
stockholders of the Company ratified, an indemnity agreement with William E.
McKenna as a director of the Company. In August 1991, the Company entered into a
separate indemnity agreement with Arthur H. Hausman. In March 1994, the Company
entered into a separate indemnity agreement with Ira Coron. The purpose of the
indemnity agreements is to provide the broadest possible indemnification of the
persons entering into the indemnity agreement consistent with applicable law.
Should Section 2115 of the California Corporations Code apply to the
Registrant, the Registrant's ability to indemnify its directors, officers,
employees and agents pursuant to the Certificate of Incorporation, the Bylaws,
the Indemnity Agreements or otherwise may be further limited in accordance with
the provisions of the California Corporations Code made applicable by Section
2115.
The Company maintains an insurance policy that indemnifies directors and
officers against certain liabilities under certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
EXHIBIT NO. DESCRIPTION
4.1 California Amplifier, Inc., 1999 Stock Option Plan.
4.2* Certificate of Incorporation of California Amplifier, Inc.,
filed as Exhibit 3.1 to the Registrant's Statement on Form S-1
(33-59702) and filed as Exhibit 3.1 to Form 10-K for the year
ended February 27, 1999, and by this reference is incorporated
herein and made a part hereof.
4.3* Amendment to Certificate of Incorporation of California
Amplifier, Inc., filed with the Delaware Secretary of State on
September 19, 1996 and filed as Exhibit 3.1.1 to Form 10-K for
the year ended February 27, 1999, and by this reference is
incorporated herein and made a part hereof.
4.4* By-Laws of California Amplifier, Inc., as amended and restated,
filed as Exhibit 3.2 to Registrant's Form 8-K dated February 27,
1992, and by this reference is incorporated herein and made a
part hereof.
5.1 Legal Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Auditors.
24.1 Power of Attorney (contained on signature page
hereto).
* Incorporated by reference.
ITEM 9. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes:
(a) 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 of 1933;
(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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective 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 (1)(a)(i) and (1)(a)(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 by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this registration statement.
(b) 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.
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the 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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, 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.
<PAGE>
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 this 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 December 20, 1999.
CALIFORNIA AMPLIFIER, INC.
By: /s/ Fred M. Sturm
Title: Chief Executive Officer
President, and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Fred M. Sturm and Michael R.
Ferron, and each of them, with full power of substitution and full power to act
without the other, his true and lawful attorney-in-fact and agent to act for him
or her 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 any subsequent registration statement the Company may
hereafter file with the Securities and Exchange Commission pursuant to Rule
462(b) under the Securities Act to register additional shares of common stock,
and to file this Registration Statement, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in order to effectuate the same as fully, to all intents
and purposes, as they, he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated below and on the dates indicated.
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SIGNATURE TITLE DATE
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/S/ IRA CORON Chairman of the Board of December 20, 1999
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/S/ FRED M. STURM Chief Executive Officer, December 20, 1999
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/S/ WILLIAM E. MCKENNA Director December 20, 1999
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/S/ ARTHUR H. HAUSMAN Director December 20, 1999
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/S/ THOMAS L. RINGER Director December 20, 1999
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/S/ MICHAEL R. FERRON Vice President, Finance, December 20, 1999
<PAGE>
INDEX TO EXHIBITS
4.1 1999 Stock Option Plan
5.1 Legal Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP
23.2 Consent of Arthur Andersen LLP, Independent
24.1 Power of Attorney (contained on signature page
EXHIBIT 4.1
CALIFORNIA AMPLIFIER, INC.
1999 STOCK OPTION PLAN
Section 1. PURPOSE OF PLAN
The purpose of this 1999 Stock Option Plan ("Plan") of California
Amplifier, Inc., a Delaware corporation (the "Company"), is to enable the
Company to attract, retain and motivate its employees, directors and
consultants, and to further align the interests of such employees, directors and
consultants with those of the stockholders of the Company, by providing for or
increasing the proprietary interests of such employees and directors in the
Company.
Section 2. ADMINISTRATION OF PLAN
A. This Plan shall be administered by one or more committees of the Board of
Directors of the Company (the "Board") (any such committee, the
"Committee"). The Board will administer the Plan if no persons are
designated by the Board to serve on the Committee, in which case all
references herein to the Committee shall refer to the Board.
B. The Board shall have the discretion to appoint, add, remove or replace
members of the Committee, and shall have the sole authority to fill
vacancies on the Committee.
C. Unless otherwise provided by the Board: (i) with respect to
any Award (as defined in Section 5 below) for which it is necessary
and desired for such Award to be exempted by Rule 16b-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
the Committee shall consist of the Board or of two or more directors
each of whom is a "non-employee director" (as such term is defined
in Rule 16b-3 promulgated under the Exchange Act, as such Rule may
be amended from time to time), and (ii) with respect to any other
Award, the Committee shall consist of one or more directors (any of
whom also may be an employee who has been granted or is eligible to
be granted Awards under the Plan).
D. Subject to the provisions of this Plan, the Committee shall be authorized
and empowered to do all things necessary or desirable in connection with
the administration of this Plan with respect to the Awards over which such
Committee has authority, including, without limitation, the following:
1. adopt, amend and rescind rules and regulations relating to this
Plan;
2. determine which persons are Eligible Persons (as defined in Section 3
below) and to which of such Eligible Persons, if any, and when Awards
shall be granted hereunder;
3. grant Awards to Eligible Persons and determine the terms and
conditions thereof, including the number of Shares of the
Company's Common Stock ("Shares") subject thereto and the
circumstances under which Awards become exercisable or vested
or are forfeited or expire, which terms may but need not be
conditioned upon the passage of time, continued employment, the
occurrence of certain events (including events which the Board
or the Committee determine constitute a change of control), or
other factors;
4. at any time cancel an Award, with or without the consent of the
holder thereof, and grant a new Award to such holder in lieu thereof,
which new Award may be the same or a different type of Award, may be
for a greater or lesser number of Shares, may have a higher or lower
exercise or settlement price and otherwise may have similar or
dissimilar terms to the canceled Award;
5. determine whether, and the extent to which adjustments are
required pursuant to Section 9 hereof;
6. interpret and construe any terms and conditions of, and define any
terms used in, this Plan, any rules and regulations under the Plan
and/or any Award granted under this Plan; and
7. determine the terms and conditions of the Nonemployee Director
Options (as defined in Section 6 below) that are automatically
granted hereunder, other than the terms and conditions specified in
Section 6 hereof.
E. All decisions, determinations, and interpretations of the Committee shall
be final and conclusive upon any Eligible Person to whom an Award has been
granted and to any other person holding an Award.
F. The Committee may, in the terms of an Award or otherwise, temporarily
suspend the exercisability of an Award and/or the issuance of Shares under
an Award if the Committee determines that securities law or other
considerations so warrant.
Section 3. PERSONS ELIGIBLE UNDER PLAN
Any person who is an employee, director or consultant of the Company or
any of its subsidiaries or affiliates (an "Eligible Person") shall be eligible
to be considered for the grant of Awards hereunder. Any director of the Company
who is not an employee (a "Nonemployee Director") shall automatically receive
Nonemployee Director Options pursuant to Section 6 hereof, but shall not
otherwise participate in this Plan. For purposes of this Plan, the Chairman of
the Board's status as a Nonemployee Director shall be determined by the Board.
Section 4. STOCK SUBJECT TO PLAN
A. Subject to adjustment as provided in Section 9 hereof, at any
time, the aggregate number of Shares issued and issuable pursuant to
all Awards (including all Incentive Stock Options (as defined in
Section 5 below)) granted under this Plan shall not exceed 500,000,
provided, however, that on the first business day of each of the
Company's fiscal years during which this Plan is in effect such
maximum number shall be reset to a number equal to four percent (4%)
of the number of Shares issued and outstanding on each of such
dates; provided further that the aggregate number of Shares
available for grant at any time cannot exceed the lesser of 500,000
or 4% of the total number of Shares outstanding, provided that, in
any event, the sum of the number of Shares subject to options
outstanding under the Company's 1989 Stock Option Plan plus the
number of Shares subject to options outstanding under this Plan and
available for grant under the this Plan shall not exceed 22% of the
total number of Shares outstanding at any time. Such maximum number
does not include the number of Shares subject to the unexercised
portion of any option granted under this Plan that expires or is
terminated.
B. Subject to adjustment as provided in Section 9 hereof, the aggregate
number of Shares subject to Incentive Stock Options granted under this
Plan shall not exceed 500,000.
C. Subject to adjustment as provided in Section 9 hereof, the aggregate
number of Shares subject to Awards granted during any calendar year to any
one Eligible Person (including the number of shares involved in Awards
having a value derived from the value of Shares) shall not exceed 250,000.
D. The aggregate number of Shares issued under this Plan at any time shall
equal only the number of shares actually issued upon exercise or
settlement of an Award and not settled in cash or returned to the Company
upon forfeiture of an Award or in payment or satisfaction of the purchase
price, exercise price or tax withholding obligation of an Award.
SECTION 5. AWARDS
A. The Committee, on behalf of the Company, is authorized under this Plan to
enter into any type of arrangement with an Eligible Person for the grant
of stock options that is not inconsistent with the provisions of this Plan
and that, by its terms, involves or might involve the issuance of shares
of no par value Common Stock of the Company. The entering into of any such
arrangement is referred to herein as the "grant" of an "Award."
B. The terms upon which an Award is granted shall be evidenced by a written
agreement executed by the Company and the Eligible Person to whom such
Award is granted.
C. Subject to the provisions of this Plan, the Committee, in its sole and
absolute discretion, shall determine all of the terms and conditions of
each Award granted under this Plan, which terms and conditions may (but
need not) include, among other things:
1. provisions permitting the Committee to allow or require the
recipient of such Award, including any Eligible Person who is a
director or officer of the Company, or permitting any such
recipient the right, to pay the purchase price of the Shares or
other property issuable pursuant to such Award, and/or such
recipient's tax withholding obligation with respect to such
issuance, in whole or in part, by any one or more of the
following means:
(a) the delivery of cash;
(b) the delivery of other property deemed acceptable by the
Committee;
(c) the delivery of previously owned shares of capital stock of the
Company (including "pyramiding") or other property;
(d) a reduction in the amount of Shares or other property otherwise
issuable pursuant to such Award; or
(e) the delivery of a promissory note of the Eligible Person or of a
third party, the terms and conditions of which shall be
determined by the Committee;
2. provisions specifying the exercise or settlement price for any
option, or specifying the method by which such price is
determined;
3. provisions relating to the exercisability and/or vesting of Awards,
lapse and non-lapse restrictions upon the Shares obtained or
obtainable under Awards or under the Plan and the termination,
expiration and/or forfeiture of Awards;
4. provisions conditioning or accelerating the grant of an Award
or the receipt of benefits pursuant to such Award, either
automatically or in the discretion of the Committee, upon the
occurrence of specified events, including, without limitation,
the exercise or settlement of a previous Award, the
satisfaction of an event or condition within the control of the
recipient of the Award or within the control of others, a
change of control of the Company, an acquisition of a specified
percentage of the voting power of the Company, the dissolution
or liquidation of the Company, a sale of substantially all of
the property and assets of the Company or an event of the type
described in Section 9 hereof;
5. provisions required in order for such Award to qualify (A) as an
incentive stock option under Section 422 of the Code (an "Incentive
Stock Option"), and/or (B) for an exemption from Section 16 of the
Exchange Act; and/or
6. provisions restricting the transferability of Awards or Shares
issued under Awards.
D. Unless otherwise provided by the Committee in the written agreement
evidencing an Award, the terms of any stock option granted under the Plan
(other than Nonemployee Director Options that are automatically granted
under Section 10 hereof) shall provide:
1. that the exercise price thereof shall not be less than 100% of the
fair market value of a share of Common Stock on the date the option
is granted;
2. that the term of such option shall be ten years from the date
of grant;
3. that if the Eligible Person to whom such option was granted
(the "Participant") ceases to be an Eligible Person for any
reason other than death or disability, the option shall not
thereafter become exercisable to an extent greater than it
could have been exercised on the date the Participant's status
as an Eligible Person ceased, and that on the death or
disability of a Participant the option shall become fully
exercisable;
4. that the option shall expire ninety (90) days after the Participant
ceases to be an Eligible Person for any reason other than death,
disability or retirement in accordance with the retirement policies
of the Company, and shall expire twelve (12) months after the
Participant's death, disability or retirement in accordance with the
retirement policies of the Company; and
5. that the option shall not be assignable or otherwise transferable
except by will or by the laws of descent and distribution or pursuant
to a domestic relations order, and during the lifetime of the
Participant, the option shall be exercisable only by the Participant
or the transferee under a domestic relations order.
SECTION 6. NONEMPLOYEE DIRECTOR OPTIONS
A. Each year, on the first business day following the date of the annual
meeting of stockholders of the Company, or any adjournment thereof, at
which directors of the Company are elected (the "Date of Grant"), each
Nonemployee Director shall automatically be granted an option (a
"Nonemployee Director Option") to purchase 8,000 Shares.
B. If a person shall become a Nonemployee Director on any day after a Date of
Grant and prior to the annual meeting of the stockholders of the Company
immediately following such Date of Grant, and Nonemployee Director Options
may be granted under this Plan on such day, such person shall
automatically be granted a Nonemployee Director Option to purchase 8,000
Shares.
C. If, on any date upon which Nonemployee Director Options are to
be automatically granted pursuant to this Section 6, the number of
Shares remaining available for options under this Plan is
insufficient for the grant to each Nonemployee Director of a
Nonemployee Director Option to purchase the entire number of Shares
specified in this Section 6, then a Nonemployee Director Option to
purchase a proportionate amount of such available number of Shares
(rounded to the nearest whole share) shall be granted to each
Nonemployee Director on such date.
D. Each Nonemployee Director Option granted under this Plan shall become
exercisable one year from the Date of Grant of such Nonemployee Director
Option; provided, however, that such Nonemployee Director Option shall
become fully exercisable on the date upon which the optionee shall cease
to be a Nonemployee Director as a result of normal retirement, death or
total disability.
E. Each Nonemployee Director Option granted under this Plan shall expire upon
the first to occur of the following:
1. Twelve months after the date upon which the optionee shall cease to
be a director of the Company (a) as a result of normal retirement,
death or total disability, or (b) in accordance with the retirement
policies of the Company.
2. The 90th day after the date upon which the optionee shall cease to be
a Nonemployee Director for any reason other than the reason specified
in Section 6.E.1. above.
3. The tenth anniversary of the Date of Grant of such Nonemployee
Director Option.
F. Each Nonemployee Director Option shall have an exercise price equal to the
greater of (i) the aggregate fair market value on the Date of Grant of
such option of the Shares subject thereto or (ii) the aggregate par value
of such Shares on such date.
SECTION 7. AMENDMENT AND TERMINATION OF PLAN
The Board may amend, alter or discontinue the Plan or any agreement
evidencing an Award made under the Plan, but no amendment or alteration shall be
made which would impair the rights of any Award holder, without such holder's
consent, under any Award theretofore granted, provided that no such consent
shall be required if the Committee determines in its sole discretion and prior
to the date of any change of control (as defined, if applicable, in the
agreement evidencing such Award) that such amendment or alteration is not
reasonably likely to significantly diminish the benefits provided under such
Award, or that any such diminishment has been adequately compensated. The
Committee may determine whether or not any amendment to a previously granted
Award is, for purposes of the Plan, deemed to be a cancellation and new grant of
the Award. Notwithstanding the foregoing, if an amendment to the Plan would
affect the ability of Awards granted under the Plan to comply with any law, rule
or regulation (including any rule of a self-regulatory organization), and if the
Committee determines that it is necessary or desirable for any Awards
theretofore or thereafter granted that are intended to comply with any such
provision to so comply, the amendment shall be approved by the Company's
stockholders to the extent required for such Awards to continue to comply with
such law, rule or regulation.
SECTION 8. NATURE AND DURATION OF PLAN
A. This Plan is intended to constitute an unfunded arrangement for a select
group of management or other key employees.
B. No Awards shall be made under this Plan after the tenth anniversary of the
Effective Date of the Plan (as provided in Section 10). Although Shares
may be issued after the tenth anniversary of the Effective Date pursuant
to Awards made prior to such date, no Shares shall be issued under this
Plan after the twentieth anniversary of the Effective Date.
SECTION 9. ADJUSTMENTS
If the outstanding securities of the class then subject to this Plan are
increased, decreased or exchanged for or converted into cash, property or a
different number or kind of shares or securities, or if cash, property or shares
or securities are distributed in respect of such outstanding securities, in
either case as a result of a reorganization, merger, consolidation,
recapitalization, restructuring, reclassification, dividend (other than a
regular, quarterly cash dividend) or other distribution, stock split, reverse
stock split, spin-off or the like, or if substantially all of the property and
assets of the Company are sold, then, unless the terms of such transaction shall
provide otherwise, the Committee shall make appropriate and proportionate
adjustments in:
(i) the number and type of shares or other securities or cash or
other property that may be acquired pursuant to Awards theretofore
granted under this Plan other than Incentive Stock Options and the
exercise or settlement price of such Awards; and (ii) the maximum
number and type of shares or other securities that may be issued
pursuant to such Awards thereafter granted under this Plan; provided,
however, that notwithstanding the foregoing, (B) the maximum number
and type of shares or other securities that may be acquired pursuant
to Incentive Stock Options theretofore granted under this Plan and
that may be subject to Incentive Stock Options thereafter granted
under this Plan (which need not correspond to the maximum number and
type of shares or other securities that may be issued pursuant to
such Awards thereafter granted under this Plan) shall be determined
under this Section 9 in a manner consistent with the requirements for
Incentive Stock Options.
SECTION 10. EFFECTIVE DATE OF PLAN
The Effective Date of this Plan shall be the date upon which it was
approved by the Board, subject however to approval of the Plan by the
affirmative votes of the holders of a majority of the securities of the Company
present, or represented, and entitled to vote on the subject matter at the
Company's annual meeting of stockholders.
SECTION 11. COMPLIANCE WITH OTHER LAWS AND REGULATIONS
The Plan, the grant and exercise of Awards thereunder, and the obligation
of the Company to sell and deliver shares under such Awards, shall be subject to
all applicable federal and state laws, rules and regulations and to such
approvals by any governmental or regulatory agency as may be required. The
Company shall not be required to issue or deliver any certificates for shares of
Common Stock prior to the completion of any registration or qualification of
such shares under any federal or state law or issuance of any ruling or
regulation of any government body which the Company shall, in its sole
discretion, determine to be necessary or advisable.
Section 12. NO RIGHT TO COMPANY EMPLOYMENT
Nothing in this Plan or as a result of any Award granted pursuant to this
Plan shall confer on any individual any right to continue in the employ of the
Company or interfere in any way with the right of the Company to terminate an
individual's employment at any time. The agreement evidencing an Award may
contain such provisions as the Committee may approve with respect to the effect
of approved leaves of absence.
Section 13. LIABILITY OF COMPANY
The Company and any affiliate which is in existence or hereafter
comes into existence shall not be liable to an Eligible Person or other
persons as to:
A. THE NON-ISSUANCE OF SHARES. The non-issuance or sale of shares
as to which the Company has been unable to obtain from any regulatory body
having jurisdiction the authority deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any shares hereunder; and
B. TAX CONSEQUENCES. Any tax consequence expected, but not realized, by any
Eligible Person or other person due to the issuance, exercise, settlement,
cancellation or other transaction involving any Award granted hereunder.
Section 14. GOVERNING LAW
This Plan and any Awards and agreements hereunder shall be interpreted and
construed in accordance with the laws of the State of California and applicable
federal law.
EXHIBIT 5.1
[Letterhead of Gibson, Dunn & Crutcher LLP]
December 15, 1999
(213) 229-7000 C 12165-00068
California Amplifier, Inc.
460 Calle San Pablo
Camarillo, California 93012
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to California Amplifier, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Registration Statement") with respect to the registration under
the Securities Act of 1933, as amended, of 1,000,000 shares of Common Stock,
$0.01 par value, and such additional shares as may be subject to the Plan (as
defined below) pursuant to the evergreen provisions thereof (the "Shares"), of
the Company (the "Common Stock"), subject to issuance by the Company upon
exercise of options granted under the California Amplifier, Inc. 1999 Stock
Option Plan (the "Plan").
We have examined the originals or certified copies of such corporate
records, certificates of officers of the Company and/or public officials and
such other documents and have made such other factual and legal investigations
as we have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as conformed or
photostatic copies and the authenticity of the originals of such copies.
Based on our examination mentioned above, subject to the assumptions
stated above and relying on the statements of fact contained in the documents
that we have examined, we are of the opinion that (i) the issuance by the
Company of the Shares has been duly authorized and (ii) when issued in
accordance with the terms of the Plan, the Shares will be duly and validly
issued, fully paid and non-assessable shares of Common Stock.
We are admitted to practice in the State of California, and are not
admitted to practice in the State of Delaware. However, for the limited purposes
of our opinion set forth above, we are generally familiar with the General
Corporation Law of the State of Delaware (the "DGCL") as presently in effect and
have made such inquiries as we consider necessary to render this opinion with
respect to a Delaware corporation. This opinion letter is limited to the laws of
the State of California and, to the limited extent set forth above, the DGCL, as
such laws presently exist and to the facts as they presently exist. We express
no opinion with respect to the effect or applicability of the laws of any other
jurisdiction. We assume no obligation to revise or supplement this opinion
letter should the laws of such jurisdictions be changed after the date hereof by
legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion 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
Securities Act or the General Rules and Regulations of the Securities and
Exchange Commission.
Very truly yours,
/S/ GIBSON, DUNN AND CRUTCHER LLP
GIBSON, DUNN & CRUTCHER LLP
PFZ/DMF
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated April 6,
1999 included in California Amplifier, Inc.'s Form 10-K for the year ended
February 27, 1999 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
December 20, 1999
