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Filed with the Securities and Exchange Commission on December 20, 2000
Registration No. 333-____________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Applied Signal Technology, Inc.
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(Exact name of registrant as specified in its charter)
California 77-0015491
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
400 West California Avenue
Sunnyvale, California 94087
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(Address of principal executive offices) (Zip code)
Applied Signal Technology, Inc.
2000 Stock Option Plan
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(Full title of the Plan)
Gary L. Yancey
President and Chief Executive Officer
Applied Signal Technology, Inc.
400 West California Avenue
Sunnyvale, California 94087
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408) 749-1888
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
Securities to Amount to be offering price aggregate Amount of
be registered(1) registered(2) per share(3) offering price(3) registration fee
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2000 Stock Option Plan
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Common Stock
Par Value $0.001 500,000 $5.125 $2,562,500 $676.50
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(1) The securities to be registered include options and rights to acquire
Common Stock.
(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.
(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. For the 2000 Stock Option Plan the price is based upon the
average of the high and low prices of the Common Stock on December 14, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Applied Signal Technology, Inc. (the "Company") hereby
incorporates by reference in this registration statement the following
documents:
(a) The Company's latest annual report on Form 10-K filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), containing audited financial statements for the
Company's fiscal year ended October 31, 1999 as filed with the Commission on
January 28, 2000.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
registrant document referred to in (a) above.
(c) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form S-1 (No. 33-58168, effective
March 26, 1993) filed under the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Second Amended and Restated Articles of
Incorporation provide that the liability of the directors for monetary damages
shall be eliminated to the fullest extent permissible under California law.
Pursuant to California law, the Company's directors shall not be liable for
monetary damages for breach of the directors' fiduciary duty of care to the
Company and its shareholders. However, this provision does not eliminate the
duty of care, and in appropriate circumstances, equitable remedies such as
injunctive or other forms of non-monetary relief will remain available under
California law. In addition, each director will continue to be subject to
liability for (i) acts or omissions that involve intentional misconduct or a
knowing and
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culpable violation of law, (ii) acts or omissions that a director believes to be
contrary to the best interests of the Company or its shareholders or that
involve the absence of good faith on the part of the director, (iii) any
transaction from which a director derived an improper personal benefit, (iv)
acts or omissions that show a reckless disregard for the director's duty to the
Company or its shareholders in circumstances in which the director was aware, or
should have been aware, in the ordinary course of performing a director's
duties, of a risk of serious injury to the Company or its shareholders, (v) acts
or omissions that constitute an unexcused pattern of inattention that amounts to
an abdication of the director's duty to the Company or its shareholders, (vi)
any transaction that constitutes an illegal distribution or dividend under
California law, and (vii) any transaction involving an unlawful conflict of
interest between the director and the Company under California law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
Item 8. EXHIBITS
See Exhibit Index.
Item 9. UNDERTAKINGS
The undersigned registrant 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; and
(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)(i) and (l)(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 the registration statement.
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(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.
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 (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 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.
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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURE
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 Sunnyvale, State of California, on December 18,
2000.
APPLIED SIGNAL TECHNOLOGY, INC.
By: /s/ James E. Doyle
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James E. Doyle
Vice President and
Chief Financial Officer
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SIGNATURES AND POWER OF ATTORNEY
The officers and directors of Applied Signal Technology whose
signatures appear below, hereby constitute and appoint Gary L. Yancey and James
E. Doyle, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on December 18, 2000.
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Signature Title
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/s/ Gary L. Yancey Chairman of the Board, Chief Executive Officer, and President
---------------------------------------- (Principal Executive Officer)
Gary L. Yancey
/s/ James E. Doyle Vice President-Finance and Chief Financial Officer (Principal
---------------------------------------- Financial and Accounting Officer)
James E. Doyle
/s/ John P. Devine Director
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John P. Devine
Director
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David D. Elliman
/s/ James F. Collins Director
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James F. Collins
Director
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John R. Treichler
/s/ Stuart G. Whittelsey Director
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Stuart G. Whittelsey, Jr.
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EXHIBIT INDEX
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4.1 Second Amended and Restated Articles of Incorporation of the Company
adopted February 22, 1993, is incorporated by reference to Exhibit
3.1B to the Company's Registration Statement on Form S-1 filed with
the Securities and Exchange Commission on March 26, 1993 ( No.
33-58168)
4.2 Amended and Restated Bylaws of the Company adopted February 22, 1993,
is incorporated by reference to Exhibit 3.2B to the Company's
Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on March 26, 1993 (No. 33-58168)
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Power of Attorney (included in signature pages to this registration
statement)
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