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As Filed With the Securities and Exchange Commission on January 7, 2000
Registration No. 333-________
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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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STM WIRELESS, INC.
(Exact name of registrant as specified in its charter)
California 95-3758983
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Mauchly, Irvine, California 92718
(Address of Principal Executive Offices) (Zip Code)
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INCENTIVE STOCK OPTION, NONQUALIFIED STOCK OPTION
AND RESTRICTED STOCK PURCHASE PLAN - 1992
(Full title of the plans)
------------------
Joseph Wallace, Chief Financial Officer
STM Wireless, Inc.
One Mauchly, Irvine, California 92718
(Name and address of agent for service)
(949) 753-7864
(Telephone number, including area code, of agent for service)
Copy to:
K.C. Schaaf, Esq.
Christopher D. Ivey, Esq.
Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Aggregate Offering Amount of
To Be Registered Registered (1)(2) Price Per Share (3) Price (3) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
no par value 900,000 shares (3) $4,721,160 $1,246.39
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</TABLE>
(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the Incentive Stock
Option, Nonqualified Stock Option and Restricted Stock Purchase Plan -1992
(the "Plan").
(2) 350,000 shares of Common Stock available for grant under the Plan were
registered on a Registration Statement on Form S-8 (Registration No.
33-50806 on August 14, 1992). 500,000 shares of Common Stock available for
grant under the Plan were registered on a Registration Statement on
Form S-8 (Registration No. 33-99570 on November 17, 1995).
(3) In accordance with Rule 457(h), the aggregate offering price of 293,824
shares of Common Stock registered hereby which would be issued upon
exercise of options granted under the Plan, is based upon the per share
exercise price of such options, the weighted average of which is
approximately $2.72 per share. With respect to the remaining 606,176 shares
of Common Stock registered hereby which would be issued upon exercise of
the remaining options and rights to purchase which Registrant is authorized
to issue under the Plan, the aggregate offering price is estimated solely
for the purpose of calculating the registration fee, in accordance with
Rule 457(h)(1), on the basis of the price of securities of the same class
as determined in accordance with Rule 457(c), using the average of the high
and low price reported by the Nasdaq National Market for the Common Stock
of the Registrant on January 4, 2000, which was approximately $6.47 per
share.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------------------------------------------------
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 33-99570) are incorporated herein by reference.
Item 8. Exhibits.
- -----------------
The following exhibits are filed as part of this Registration
Statement:
Number Description
- ------ -----------
5.1 Opinion of Jacques Youssefmir, General Counsel
23.1 Consent of Jacques Youssefmir (included in Exhibit 5.1)
23.2 Consent of KPMG LLP, independent accountants
24.1 Power of Attorney (included on signature page to the
Registration Statement at page S-2)
<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 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 Irvine, State of California, on the 7/th/ day of
January, 2000.
STM WIRELESS, INC.
By: /s/ EMIL YOUSSEFZADEH
-------------------------------------
Emil Youssefzadeh
President and Chief Executive Officer
By: /s/ JOSEPH WALLACE
-------------------------------------
Joseph Wallace
Chief Financial Officer
S-1
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POWER OF ATTORNEY
We, the undersigned officers and directors of STM Wireless, Inc., do hereby
constitute and appoint Emil Youssefzadeh and Joseph Wallace, or either of them,
our true and lawful attorneys-in-fact and agents, each with full power of
substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign this registration statement and any and all
amendments (including post-effective amendments) to this registration statement,
or any related registration statement under the Securities Act of 1933, as
amended, and to file the same, with 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 or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, 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 by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Frank T. Connors
- ---------------------------------------- Chairman of the Board January 4, 2000
Frank T. Connor
/s/ Emil Youssefzadeh
- ---------------------------------------- President, Chief Executive Officer & January 4, 2000
Emil Youssefzadeh Director
/s/ Dr. Ernest U. Gambaro
- ---------------------------------------- Director January 4, 2000
Dr. Ernest U. Gambaro
/s/ Lawrence D. Lenihan, Jr.
- ---------------------------------------- Director January 4, 2000
Lawrence D. Lenihan, Jr.
/s/ Claude Burgio
- ---------------------------------------- Director January 4, 2000
Claude Burgio
/s/ Joseph Wallace
- ---------------------------------------- Vice President, Finance January 4, 2000
Joseph Wallace Chief Financial Officer and
Principal Accounting Officer
</TABLE>
S-2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
- ------ ----------- -----------
<S> <C>
5.1 Opinion of Jacques Youssefmir, General Counsel. --
23.1 Consent of Jacques Youssefmir, General Counsel (included in the Opinion filed --
as Exhibit 5.1).
23.2 Consent of KPMG LLP. --
24.1 Power of Attorney (included on signature page to the registration statement --
at page S-2).
</TABLE>
<PAGE>
EXHIBIT 5.1
January 7, 2000
STM Wireless, Inc.
One Mauchly
Irvine, California 92718
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 of STM Wireless,
Inc., a Delaware corporation (the "Company"), which will be filed with the
Securities and Exchange Commission on or about January 7, 2000 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 900,000 shares of Common Stock, $0.001
par value (the "Shares") of the Company, all of which are reserved for issuance
under the Company's Incentive Stock Option, Nonqualified Stock Option and
Restricted Stock Purchase Plan -1992 (the "Plan"). As corporate counsel to the
Company, I have examined such documents, corporate records, and other
instruments as I have deemed necessary or appropriate for purposes of this
opinion.
Based on such review, it is my opinion that the Shares, when issued and
sold in accordance with the terms of the Plan, will be validly issued, fully
paid, and non-assessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of my name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendment thereto.
Very truly yours,
/s/ Jacques Youssefmir
------------------------------------------------
General Counsel
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
STM Wireless, Inc.
We consent to the use of our report dated March 26, 1999, except for the second
paragraph of note 8, which is as of April 13, 1999, incorporated herein by
reference in the Registration Statement on Form S-8 of STM Wireless, Inc.,
relating to the consolidated balance sheets of STM Wireless, Inc. and
subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the three-year period ended December 31, 1998, and the related
schedule.
KPMG LLP
Orange County, California
January 6, 2000
