As filed with the Securities and Exchange Commission on December 26, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
POWER SPECTRA, INC.
(Exact name of Registrant as specified in its charter)
California 94-2687782
---------- ----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
919 Hermosa Court
Sunnyvale, California 94086
(Address, including zip code, of Registrant's principal executive offices)
1991 DIRECTOR STOCK PLAN
(Full title of the plan)
GORDON H. SMITH
President and Chief Executive Officer
POWER SPECTRA, INC.
919 Hermosa Court
Sunnyvale, California 94086
(408) 737-7977
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
ROBERT T. CLARKSON, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(415) 493-9300
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to to be Price Offering Registration
be Registered Registered Per Share Price Price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock issuable upon exercise of options
to be granted under 1991 Director Stock Plan 350,000 $0.5469 $191,400.00 $58.00
- ------------------------------------------------------------------------------------------------------------------------------------
Total shares of Common Stock 350,000 $0.5469 $191,400.00 $58.00
====================================================================================================================================
<FN>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee. Based upon the average of the bid and ask
prices per share of the Common Stock in over-the-counter trading as of
December 19, 1996
</FN>
</TABLE>
================================================================================
<PAGE>
EXPLANATORY NOTE
Pursuant to General Instruction C to Form S-8, this Registration Statement
on Form S-8 relates in part to the registration for reoffer and resale of
certain currently outstanding shares of Common Stock of the Registrant that were
originally issued prior to the filing of this Registration Statement pursuant to
employee benefit plans, as defined in Rule 405 of Regulation C under the
Securities Act of 1933, as amended (the "Securities Act"), and that are
"restricted securities" as defined by Rule 144(a)(3) promulgated under the
Securities Act. Accordingly, this Registration Statement contains a prospectus
prepared in accordance with the requirements of Part I of Form S-3. The
Registrant, as of the date hereof, satisfies the registrant requirements for use
of Form S-3.
<PAGE>
POWER SPECTRA, INC.
<TABLE>
Cross-Reference Sheet Showing Location in Prospectus
of Information Required by Items of Form S-3
<CAPTION>
Form S-3 Item and Heading Location in Prospectus
- ---------------------------------------------------------------------- -------------------------------
<S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus................................ Front Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus................................................. Inside Front Cover Page
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges..................................... The Company; Risk Factors
4. Use of Proceeds............................................... Not applicable
5. Determination of Offering Price............................... Not applicable
6. Dilution...................................................... Not applicable
7. Selling Security Holders...................................... Selling Shareholders
8. Plan of Distribution.......................................... Plan of Distribution
9. Description of Securities to be Registered.................... Not applicable
10. Interests of Named Experts and Counsel........................ Not applicable
11. Material Changes.............................................. Not applicable
12. Incorporation of Certain Information by Reference............. Information Incorporated by Reference
13. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities................................ Indemnification of Directors and Officers
</TABLE>
<PAGE>
PROSPECTUS
- ----------
297,241 Shares
POWER SPECTRA, INC.
------------------------------------
Common Stock
------------------------------------
This Prospectus relates to 253,042 shares of Common Stock ("Common Stock")
of Power Spectra, Inc. (the "Company"), which may be offered from time to time
by certain shareholders of the Company (the "Selling Shareholders") for their
own accounts. It is anticipated that the Selling Shareholders will offer shares
for sale at prevailing prices in the over-the-counter market on the date of
sale. The Company will receive no part of the proceeds from sales made
hereunder. All expenses of registration incurred by the Company in connection
with the offering will be borne by the Company, but all selling and other
expenses incurred by each Selling Shareholder will be borne by such Selling
Shareholder. None of the shares offered pursuant to this Prospectus have been
registered prior to the filing of the Registration Statement of which this
Prospectus is a part.
------------------------------------
See "Risk Factors" for certain information which should be carefully
considered before purchasing shares of Common Stock to which this Prospectus
relates.
------------------------------------
Each Selling Shareholder and any broker executing selling orders on behalf
of a Selling Shareholder may be deemed to be an "underwriter" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"), in which event
commissions received by such broker may be deemed to be underwriting commissions
under the Securities Act.
The Common Stock of the Company is traded in the over-the-counter market
(Trading Symbol: PWSP). On December 23, 1996, the average of the high and low
bid prices of the Company's Common Stock as reported on the Non-Nasdaq
Over-the-Counter Market was $0.547 per share.
------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------
THIS DOCUMENT CONSTITUTES A PROSPECTUS COVERING
SHARES THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.
------------------------------------
The date of this Prospectus is December 26, 1996
<PAGE>
AVAILABLE INFORMATION
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling Shareholders. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's Regional
Offices located at 7 World Trade Center, 13th Floor, New York, New York 10048
and at Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material also can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of any
such person, a copy of any and all documents that are incorporated by reference
in this Prospectus (other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference into such documents). Requests for
such copies should be directed to the Company's Chief Financial Officer at 919
Hermosa Court, Sunnyvale, California 94086. The Company's telephone number at
that location is (408) 737-7977.
This Prospectus contains information concerning the Company and the sale of
its Common Stock by the Selling Shareholders, but does not contain all the
information set forth in the Registration Statement on Form S-8 that the Company
has filed with the Commission under the Securities Act. The Registration
Statement, including various exhibits, may be inspected at the Commission's
office in Washington, D.C.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus: (i) the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, filed pursuant to Section 13 of
the Exchange Act; (ii) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996, filed pursuant to Section 13 of the Exchange Act;
(iii) the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1996, filed pursuant to Section 13 of the Exchange Act; (iv) the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, filed
pursuant to Section 13 of the Exchange Act; (v) the Company's Proxy Statement
dated April 26, 1996 for the 1996 Annual Meeting of Shareholders, filed pursuant
to Section 14 of the Exchange Act; (vi) the Company's Proxy Statement dated
December 10, 1996 for the 1997 Special Meeting of Shareholders, filed pursuant
to Section 14 of the Exchange Act; and (vii) the description of the Company's
Common Stock contained in its Registration Statement on Form 8-A as filed with
the Commission on April 18, 1988.
All reports and other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
reports and documents. Any statement incorporated herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
-2-
<PAGE>
THE COMPANY
Power Spectra, Inc. (the "Company") develops, designs and markets a family
of products that use proprietary high speed semiconductor devices that generate
extremely rapid, high power electromagnetic impulses. The primary business focus
of the Company has been the development of the Bulk Avalanche Semiconductor
Switch ("BASS"), an optically-triggered, high-powered switch that has been
developed and patented by the Company.
Since its inception, nearly all of the Company's revenues have come from
defense-related research and development contracts related to BASS development
and applications. The Company currently is seeking to exploit its technology in
both military and commercial applications. Possible military applications
include suppression of enemy air defenses, aircraft and tank self-protection,
anti-ship defense, communication jammers, foliage and earth penetrating radar
and secure communications systems. In commercial and industrial markets, the
Company has identified a number of new applications that include laser-based
measurement systems, hazardous waste detection and subterranean oil and mineral
detection for geological exploration.
The Company was incorporated in the State of California in 1979. Its
principal executive offices are located at 919 Hermosa Court, Sunnyvale,
California, and its telephone number is (408) 737-7977.
-3-
<PAGE>
RISK FACTORS
An investment in the Company involves a high degree of risk. Prospective
purchasers of the shares offered hereby should consider carefully the following
information, together with the other information set forth in this Prospectus
and incorporated by reference herein, before making an investment in the shares.
This Prospectus contains forward-looking statements that involve risks and
uncertainties. The Company's actual results of operations could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth in the following risk
factors and elsewhere in this Prospectus.
History of Losses; Accumulated Deficit
Since its inception, the Company has generally operated at a loss as
government contract revenues, which represent most of the historical revenues of
the Company, and other sources of income were insufficient to cover general and
administrative, research and development and other costs incurred by the
Company. The Company recorded net losses of ($2,562,230), ($1,112,507) and
($786,139) for the years ended December 31, 1995, December 31, 1994 and December
31, 1992, respectively, and net income of $172,608 for the year ended December
31, 1993. At September 30, 1996, the Company had an accumulated deficit of
approximately ($14,070,000). The Company expects that it will continue to incur
losses for the foreseeable future and does not expect to become profitable until
its contract revenues increase substantially from current levels or it begins to
receive significant product sales and license and/or royalty income. There is no
assurance that the Company will achieve profitable operations in the foreseeable
future, if at all.
Product Development and Enhancements
The development of high power switching components and products is a
complex engineering effort involving significant risk. While the Company
believes it has completed development of its core technology, significant
additional development efforts must be made in order to achieve commercial
acceptance of its products. There is no assurance that the Company will succeed
in this effort.
Complex Manufacturing Process
The manufacture of semiconductor-based power switching devices is highly
complex and sensitive to a wide variety of factors, including the level of
contaminants in the manufacturing environment, impurities in the materials used
and the performance of personnel and equipment. The Company has periodically
experienced yield problems, and there can be no assurance that these problems
will not reoccur. Should the Company experience protracted production delays
attributable to manufacturing complexity, its ability to deliver products would
be materially affected.
Historical Dependence on Boeing Relationship
From October 1988 through July 1994, the Company received approximately
$23,500,000 in research funding from Boeing Electronics Company for development
and enhancement of the BASS technology and products. In the years ended December
31, 1994, 1993 and 1992, the Company recognized revenues of $1,600,000,
$3,100,000 and $3,700,000, respectively, in connection with the Boeing Research
Agreement. Although the Company successfully completed several contracts
throughout the duration of this relationship, during 1994, Boeing made the
strategic decision to focus its resources on its missile and aircraft business.
As part of this decision, Boeing reorganized its electronics company and
consolidated it with its Defense and Space Group. The Company will have to look
to alternative revenue sources to replace the revenues generated by the Boeing
relationship, and there is no assurance that the Company will successfully be
able to do so in the short-term, if at all.
-4-
<PAGE>
Dependence on Boeing Equipment
Boeing has granted the Company the right to use its equipment on a loaned
basis for the Company's purposes, subject to annual renewal. Additionally,
should the Company desire to acquire title and ownership of the loaned
equipment, Boeing and the Company will attempt to negotiate appropriate
consideration in return for the transfer of title and ownership. However, there
is no assurance that an agreement satisfactory to the Company can be reached. If
Boeing chooses to no longer loan the equipment to the Company, as it may do in
its sole discretion, and an acceptable agreement for the Company's purchase of
the equipment cannot be attained, the Company would be required to find
alternative sources of equipment, either for purchase or rent, or would have to
outsource its manufacturing while still in possession of a manufacturing
facility. Any of these circumstances could cause delays in the manufacture and
delivery of the Company's products and could have a material adverse impact on
the Company's results of operations.
Expiration of Air Force Contract
The Company's contract with the United States Air Force expired in June
1996, and such contract has been a significant source of revenues since it was
awarded to the Company in 1990. The aggregate contract value has increased over
the period of the contract, from the Phase I cost-plus-fixed-fee value of
$5,192,744 to $10,517,881 as of February 8, 1995. With the termination of the
Air Force contract, it is necessary to find alternative sources of revenue, and
there is no assurance that the Company will be successful in accomplishing this
result. If the Company is not successful in replacing the revenue and cash
generated by the Air Force contract, the Company, as presently sized, would
continue to experience significant operating losses and significant negative
cash flow. Eventually, the Company would be required to significantly reduce its
operations. There can be no assurance that the Company's current level of
operations will be able to be maintained.
Dependence on Government Contracts
A material portion of the Company's business results from contracts with or
for government agencies. The Company expects to continue to be dependent upon
such contracts for a substantial portion of its revenues for the foreseeable
future. Government contracts generally provide for the termination or adjustment
of material terms of such contracts at the election of the government, and the
government may pursue contractual, administrative, civil and criminal remedies
for improper or illegal activities associated with obtaining and performing
government contracts. Administrative remedies include suspension, debarment or
ineligibility of all or part of a company from receiving government contracts
and government-approved subcontracts. Any such action by the government could
have a material adverse impact upon the Company's business. Moreover, general
political and economic conditions, which cannot be accurately predicted,
directly and indirectly affect the quantity and allocation of expenditures by
governmental agencies. Therefore, cutbacks in the federal budget could have a
material adverse impact on the Company's results of operations so long as the
Company remains dependent on government contracts.
Limitations on Protection of Intellectual Property
The Company believes its ability to compete effectively with other
companies may be materially dependent upon the proprietary nature of its
technologies. The Company holds a number of domestic patents covering various
aspects of its BASS technology but has no patents or patent applications pending
on its PSIristorTM technology. There is no assurance that any additional patents
will be granted to the Company or that the Company's patents will provide
meaningful protection from competition. Moreover, there can be no assurance that
any patents will be upheld by a court should the Company seek to enforce its
rights against an infringer or that the Company will have sufficient resources
to prosecute its patent and other intellectual property rights. Furthermore,
issuance of a valid patent does not prevent other companies from independently
developing technology similar to the Company's, and there can be no assurance
that any particular aspect of the Company's technology will not be found to
infringe the claims of other
-5-
<PAGE>
existing patents. In addition to patent protection, the Company relies to a
significant extent on proprietary know-how and trade secrets particularly with
respect to its PSIristor, which it considers a highly proprietary invention.
There can be no assurance, however, that others will not independently develop
superior know-how or obtain access to know-how and trade secrets used by the
Company that the Company now considers proprietary.
Future Reliance upon Distributors
Historically, the Company has relied primarily upon a direct sales
organization and, to a lesser extent, upon manufacturers' representatives to
sell and distribute its commercial products. In order to materially increase
revenues and achieve sustained profitability (of which there is no assurance) as
the Company continues to commercialize its products, it expects that it will be
required to depend to a far greater degree upon distributors. While any
particular distributor may have an extensive distribution network, distributors
typically represent other third-party suppliers, including competitors of the
Company, to whom it may devote greater time, effort and attention. There can be
no assurance that the Company will successfully establish the requisite
distribution relationships or that those relationships will result in increased
revenues.
Competition
The markets for the Company's products are highly competitive and
characterized by rapid technological change, sudden price fluctuations, rapid
rates of product obsolescence, periodic shortages of materials and variations in
manufacturing yields and efficiencies. The Company's competitive position is
affected by all of these factors and by industry competition for effective sales
and distribution channels. The Company's potential and existing competitors
include major ultrasonic proximity sensor vendors, four of whom constituted
approximately 67% of the market in 1993. Most of the Company's competitors have
substantially greater financial, technical, marketing and other resources than
does the Company. Principal competitive factors include price, performance and
features. The Company expects that its markets will become more competitive in
the future, and there is no assurance that the Company will be able to
successfully compete in its selected markets.
Need to Successfully Launch and Fund New Ventures
The Company believes it must continue to seek and obtain other sources of
revenue to continue operations. As part of this strategy, the Company recently
negotiated a joint venture, called PEAC Airborne Technologies, Inc. and
completed the formation of a second joint venture, called LandRay Technologies,
Inc. Both ventures will require additional funding in order to enable the
Company and its joint venture partners to carry out their respective plans of
operations.
PEAC is initially seeking $7,000,000 in equity financing. If the offering
is successfully completed, the Company will receive a portion of the net
proceeds to develop its ultra-wideband ground penetrating radar ("UWB GPR")
technologies. Failure of PEAC to raise the necessary financing will have a
material adverse impact on the Company's revenues and cash flows.
Although the Company has entered into the LandRay joint venture, its
success is dependent upon demonstrating the feasibility of UWB GPR systems
capable of locating and identifying minerals and oil and gas formations. There
is no assurance that LandRay and the Company will be successful in this regard.
Failure of LandRay and the Company to adequately demonstrate such feasibility
will have a material adverse impact on the Company's revenues and cash flows.
There can be no assurances that the proposed PEAC joint venture will be
consummated, that the PEAC and LandRay joint ventures will be able to raise
adequate funding on acceptable terms, that the Company will be able to
successfully enter into any additional suitable partnership or joint venture
arrangements or that such arrangements,
-6-
<PAGE>
when entered into, will prove to be beneficial for the Company and its
shareholders. There also can be no assurance that the proposed joint venture
agreements, if consummated, will generate sufficient revenues to replace the
revenues previously generated by the Air Force contract. Failure to succeed in
one or more strategic partnerships or joint venture relationships could have a
material adverse effect on the Company's plan of operations and results.
Potential Volatility of Stock Price
The market price of the Common Stock may be highly volatile. Factors such
as variations in the Company's revenues, earnings and cash flow, and
announcements of technological innovations or price reductions by the Company,
its competitors or providers of alternative products and processes could cause
the market price of the Common Stock to fluctuate substantially. In addition,
the securities markets have recently experienced significant price and volume
fluctuations that have particularly affected technology-based companies, and
resulted in changes in the market prices of the stocks of many companies that
have not been directly related to the operating performance of those companies.
Such broad market fluctuations may adversely affect the market price of the
Common Stock following this offering.
No Assurance of Nasdaq Trading
The Company's Common Stock is currently traded in dealer transactions on
the Electronic Bulletin Board maintained by the National Quotation Bureau, Inc.,
an over-the-counter market in which liquidity is typically limited and price
volatility can be great. The Electronic Bulletin Board is generally considered
to be a less efficient market because, among other reasons, it does not
automatically provide real time quotation. The Company's Common Stock is
currently not eligible for quotation on The Nasdaq SmallCap MarketSM as of the
commencement of this offering, and there is no assurance that the Company will
meet the eligibility requirements for quotation on Nasdaq in the foreseeable
future. Until the Common Stock is approved for Nasdaq trading, if ever, holders
of the Common Stock will be required to sell their securities through the
facilities of the OTC Electronic Bulletin Board. In addition, should the
Company's Common Stock not be listed on Nasdaq by the second quarter of 1998,
outstanding warrants to purchase up to 1,354,593 shares of the Company's Common
Stock at an average price of $1.10 per share will become exercisable. Exercise
of some or all of such warrants could have a dilutive effect on shareholders'
ownership interests.
-7-
<PAGE>
SELLING SHAREHOLDERS
<TABLE>
The following table shows (i) the names of the Selling Shareholders, (ii)
the number of shares beneficially owned by such persons as of October 31, 1996
prior to the offering, (iii) the shares to be sold by each of them pursuant to
the offering and (iv) the number of shares beneficially owned by such persons
after the offering.
<CAPTION>
Shares Beneficially
Shares Owned After Offering
Beneficially --------------------------
Owned Prior Shares Percent
Name to Offering(1) Offered Number of Class
- ------------------------------------------------- -------------- -------- -------- --------
<S> <C> <C> <C> <C>
Gordon H. Smith(2) .............................. 66,416 17,034 49,382 *
Gene J. Kennedy(2) .............................. 465,667 46,472 419,195 2.6%
John W. Pauly(2) ................................ 163,373 46,472 116,901 *
Michael I. Gamble(3) ............................ 146,425 2,890 143,535 *
Richard A. Williams(4) .......................... 151,350 46,472 104,878 *
John Hewitt, Jr.(2) ............................. 143,909 46,472 97,437 *
James A. Glaze(5) ............................... 17,190 13,463 3,727 *
Stuart J. Northrop .............................. 73,879 33,009 40,870 *
Drury J. Gallagher(2) ........................... 283,443 44,957 238,486 1.5%
------------ ----------- --------- -------
TOTAL ................................. 1,511,652 297,241 1,214,411 7.4%
<FN>
- ---------------------------
* Represents less than 1% of the total number of shares of Common Stock
outstanding.
(1) Except as indicated below, the persons named in the table, to the Company's
knowledge, have sole voting and investment power with respect to all shares
of Common Stock shown as beneficially owned by them, subject to community
property laws where applicable.
(2) Includes 40,000 shares issuable upon exercise of options exercisable within
60 days of the Record Date.
(3) Includes 133,535 shares issuable upon exercise of options exercisable
within 60 days of the Record Date.
(4) Includes 55,000 shares issuable upon exercise of options exercisable within
60 days of the Record Date.
(5) Includes 10,000 shares issuable upon exercise of options exercisable within
60 days of the Record Date.
</FN>
</TABLE>
-8-
<PAGE>
<TABLE>
The following table sets forth the beneficial ownership of Series A
Preferred Stock and Series B Preferred Stock of the Company as of October 31,
1996 by each Selling Shareholder. No shares of Series A Preferred Stock or
Series B Preferred Stock will be sold pursuant to this Prospectus.
<CAPTION>
Shares of Preferred Stock Beneficially Owned(1)
----------------------------------------------
Name No. of Shares Percent of Class(2)
- ---------------------------------------------- -------------- -------------------
<S> <C> <C>
Gordon H. Smith .............................. -- *
Gene J. Kennedy .............................. 89 4.7%
Michael I. Gamble (3) ........................ 10(3) *
John Hewitt, Jr .............................. 10 *
Richard A. Williams .......................... 10 *
John W. Pauly ................................ -- *
James A. Glaze ............................... -- *
Stuart J. Northrop ........................... -- *
Drury J. Gallagher ........................... -- *
<FN>
- --------------------
* Represents less than 1% of the total number of shares of Preferred Stock
outstanding.
(1) Except as noted below, the persons named in the table, to the Company's
knowledge, have sole voting and investment power with respect to all shares
of Preferred Stock shown as beneficially owned by them, subject to
community property laws where applicable.
(2) Represents the percentage obtained by dividing the number of shares of
Common Stock into which the shares of Series A Preferred Stock and Series B
Preferred Stock held by the beneficial owner are convertible by the number
of shares of Common Stock into which all outstanding shares of Series A
Preferred Stock and Series B Preferred Stock are convertible.
(3) Represents shares owned jointly by Mr. Gamble and his spouse, Charlotte
Anne Gamble.
</FN>
</TABLE>
-9-
<PAGE>
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholders that they (or
their respective donees, transferees or other successors in interest) intend to
sell all or a portion of the shares offered hereby from time to time in the
over-the-counter market and that sales will be made at prices prevailing at the
times of such sales. Such persons may also make private sales directly or
through a broker or brokers, who may act as agent or as principal. In connection
with any sales, the Selling Shareholders and any brokers participating in such
sales may be deemed to be underwriters within the meaning of the Securities Act.
The Company will receive no part of the proceeds of sales made hereunder.
Any broker-dealer participating in such transactions as agent may receive
commissions from a Selling Shareholder or a purchaser of such securities (and,
if it acts as agent for the purchaser of such shares, from such purchaser).
Usual and customary brokerage fees will be paid by the Selling Shareholders.
Broker-dealers may agree with a Selling Shareholder to sell a specified number
of shares at a stipulated price per share, and, to the extent such a
broker-dealer is unable to do so acting as agent for a Selling Shareholder, to
purchase as principal any unsold shares at the price required to fulfill the
broker-dealer commitment to a Selling Shareholder. Broker-dealers who acquire
shares as principal may thereafter resell such shares from time to time in
transactions (which may involve cross and block transactions and which may
involve sales to and through other broker-dealers, including transactions of the
nature described above) in the over-the-counter market, in negotiated
transactions or otherwise at market prices prevailing at the time of sale or at
negotiated prices, and in connection with such resales may pay to or receive
from the purchasers of such shares commissions computed as described above.
The Company has advised the Selling Shareholders that the anti-manipulative
Rules 10b-6 and 10b-7 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), may apply to their sales in the market, has furnished each
Selling Shareholder with a copy of these Rules and has informed them of the need
for delivery of copies of this Prospectus. The Selling Shareholders may
indemnify any broker-dealer that participates in transactions involving the sale
of the shares against certain liabilities, including liabilities arising under
the Securities Act. Any commissions paid or any discounts or concessions allowed
to any such broker-dealers, and any profits received on the resale of such
shares, may be deemed to be underwriting discounts and commissions under the
Securities Act if any such broker-dealers purchase shares as principal.
Upon notification by the Selling Shareholders to the Company that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a cross or block trade, a supplemental prospectus will be filed
under Rule 424(c) under the Securities Act setting forth the name of the
participating broker-dealer(s), the number of shares involved, the price at
which such shares were sold by such Selling Shareholder, the commissions paid or
discounts or concessions allowed by such Selling Shareholder to such
broker-dealer(s), and where applicable, that such broker-dealer(s) did not
conduct any investigation to verify the information set out in this Prospectus.
Any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under that Rule rather
than pursuant to this Prospectus.
There can be no assurance that the Selling Shareholders will sell any
or all of the shares of Common Stock offered by them hereunder.
-10-
<PAGE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation limit, to the maximum extent
permitted by California law, the personal liability of directors for monetary
damages for breach of their fiduciary duties as a director. The Company has
entered into indemnification agreements with its officers and directors
containing provisions which are in some respects broader than the specific
indemnification provisions contained in the California Corporation Code. The
indemnification agreements require the Company, among other things to indemnify
such officers and directors against certain liabilities that may arise by reason
of their status or service as directors or officers (other than liabilities
arising from willful misconduct of a culpable nature), to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified, and to obtain directors' and officers' insurance, if available on
reasonable terms. The Company believes that these agreements are necessary to
attract and retain qualified persons as directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed 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.
LEGAL MATTERS
The validity of the Power Spectra Common Stock offered hereby for the
Company and the Selling Shareholders by Wilson Sonsini Goodrich & Rosati,
Professional Corporation ("WSGR"), Palo Alto, California.
EXPERTS
The financial statements of the Company as of December 31, 1995 and for the
year ended December 31, 1995, have been incorporated by reference herein in
reliance upon the reports of Grant Thornton LLP, independent auditors, appearing
elsewhere herein, and upon the authority of said firm as experts in accounting
and auditing.
The financial statements of the Company appearing in the Company's Annual
Report (Form 10-K) for the years ended December 31, 1994 and 1993 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon (which contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern as mentioned in Note 1 to the financial
statements) included therein and incorporated herein by reference. Such
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
-11-
<PAGE>
============================================ ===============================
297,241 Shares
TABLE OF CONTENTS
Page POWER SPECTRA, INC.
----
Available Information.....................2
Incorporation of Certain Documents ------------
by Reference.........................2
The Company...............................3 Common Stock
Risk Factors..............................4
Selling Shareholders......................8
Plan of Distribution......................9 PROSPECTUS
Legal Matters............................10
Experts..................................10
December 26, 1996
============================================ ===============================
<PAGE>
POWER SPECTRA, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
See "Incorporation of Certain Documents by Reference."
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
See "Indemnification of Directors and Officers."
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit
Number Document
------- --------------------------------------------------------------
4.1 1991 Director Stock Plan, as amended and restated to date.
5.1 Opinion of counsel as to legality of securities being
registered
23.1 Consent of Grant Thornton, L.L.P., Independent Accountants
23.2 Consent of Ernst & Young, L.L.P., Independent Auditors
23.3 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-5)
Item 9. Undertakings
(a) 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 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;
II-1
<PAGE>
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the items described in Item 6
of Part II of this Registration Statement, 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 of
1933 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 of 1933 and will be governed by the final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Power Spectra, Inc., 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 the 23rd day of December, 1996.
POWER SPECTRA, INC.
By: /s/ GORDON H. SMITH
---------------------------------
Gordon H. Smith, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gordon H. Smith and Edward J. Lamb and
each of them, acting individually, as his attorney-in-fact, with full power of
substitution, for him and in any and all capacities, to sign any and all
amendments to this Registration Statement (including post-effective amendments)
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to any and all amendments to the Registration Statement.
<TABLE>
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.
<CAPTION>
Signature Title Date
- ----------------------------------------- ----------------------------------------------------- ------------------
<S> <C> <C>
/s/ GORDON H. SMITH President, Chief Executive Officer and Director December 23, 1996
- ---------------------------------------- (Principal Executive Officer)
Gordon H. Smith
/s/ EDWARD J. LAMB Chief Financial Officer (Principal Financial and December 16, 1996
- ---------------------------------------- Accounting Officer)
Edward J. Lamb
Director December __, 1996
- ----------------------------------------
Michael I. Gamble
/s/ RICHARD A. WILLIAMS Director December 16, 1996
- ----------------------------------------
Richard A. Williams
/s/ JOHN HEWITT, JR Director December 16, 1996
- ----------------------------------------
John Hewitt, Jr.
/s/ JOHN W. PAULY Director December 16, 1996
- ----------------------------------------
John W. Pauly
/s/ GENE J. KENNEDY Director December 16, 1996
- ----------------------------------------
Gene J. Kennedy
/s/ JAMES A. GLAZE Director December 16, 1996
- --------------------------------------------
James A. Glaze
</TABLE>
II-3
<PAGE>
POWER SPECTRA, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
Exhibit
Number Description
--------- ----------------------------------------------------------------
4.1 1991 Director Stock Plan, as amended and restated to date.
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Grant Thornton, L.L.P., Independent Accountants
23.2 Consent of Ernst & Young, L.L.P., Independent Auditors
23.3 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-5)
S-1
EXHIBIT 4.1
POWER SPECTRA, INC.
1991 DIRECTOR STOCK PLAN
(as amended by the Board of Directors March 17, 1995,
and approved by the Shareholders on June 2, 1995)
1. PURPOSE OF THE PLAN.
The purpose of the Plan is to provide incentive compensation to
eligible members of the Board of Directors of Power Spectra, Inc. (the
"Company") in order to attract and retain the services of highly qualified
directors and to give such directors a proprietary interest in the success of
the Company's business by granting them shares of the Company's Common Stock.
2. DEFINITIONS.
As used herein, the following definitions shall apply:
(a) "Board" shall mean the Committee (as defined below) or the Board of
Directors of the Company if no Committee is then designated.
(b) "Business Day" shall mean any day other than Saturday, Sunday or a
federal holiday.
(c) "Committee" shall have the meaning as specified in Section 4(a) of
the Plan.
(d) "Common Stock" shall mean the common stock of the Company.
(e) "Company" shall mean Power Spectra, Inc., a California corporation.
(f) "Date of Grant" shall mean, with respect to any calendar quarter,
the last day of such calendar quarter.
(g) "Effective Date of the Plan" shall mean the date the Plan is
approved by the Company's shareholders in accordance with Section 8 hereof.
(h) "Eligible Director" shall mean any director of the Company who is
not an employee or full time consultant of the Company or a Subsidiary.
(i) "Plan" shall mean this 1991 Director Stock Plan.
(j) "Share" shall mean a share of Common Stock reserved for grant or
granted under the Plan.
<PAGE>
(k) "Subsidiary" shall mean a corporation of which not less than 50% of
the voting shares are held by the Company or a Subsidiary, whether or not such
corporation now exists or is hereafter organized or acquired by the Company or a
Subsidiary.
3. STOCK SUBJECT TO THE PLAN.
Subject to the provisions of Section 9 of the Plan, the maximum
aggregate number of Shares which may be issued under the Plan is 450,000 shares
of Common Stock, which may be authorized but unissued or reacquired Common
Stock.
4. ADMINISTRATION OF THE PLAN.
(a) Procedure. The Plan shall be administered by the Board of Directors
of the Company. The Board of Directors may appoint a Committee consisting of not
less than two members of the Board of Directors to administer the Plan on behalf
of the Board of Directors, subject to such terms and conditions as the Board of
Directors may prescribe. Once appointed, the Committee shall continue to serve
until otherwise directed by the Board of Directors. From time to time the Board
of Directors may increase the size of the Committee and appoint additional
members thereof, remove members (with or without cause) and appoint new members
in substitution therefor, fill vacancies however caused, or remove all members
of the Committee and thereafter directly administer the Plan. Members of the
Board who are eligible to participate in the Plan may vote on any matters
affecting the administration of the Plan.
(b) Powers of the Board: Subject to the provisions of the Plan, the
Board shall have the authority, in its discretion: (i) to interpret the Plan;
(ii) to prescribe, amend and rescind rules and regulations relating to the Plan;
(iii) to determine eligibility to participate in the Plan; (iv) to authorize any
person to execute on behalf of the Company any instrument required to effectuate
the Plan; and (v) to make all other determinations deemed necessary or advisable
for the administration of the Plan.
(c) Effect of Board's Decision. All decisions, determinations and
interpretations of the Board shall be final and binding on Eligible Directors
who have acquired Shares under the Plan, or as to whom the issuance of Shares
under the Plan has been authorized.
5. ELIGIBILITY.
Shares may be issued only to Eligible Directors. The Plan shall not
limit the authority of the shareholders of the Company to elect directors in
accordance with applicable law and shall not confer any rights on participating
directors with respect to nomination by the Company for reelection or continued
representation on the Board.
-2-
<PAGE>
6. PROCEDURE FOR STOCK GRANTS.
(a) All grants of Shares hereunder shall be automatic and
non-discretionary and shall be made strictly in accordance with the provisions
hereof.
(b) No person shall have any discretion to select which Eligible
Directors shall be granted Shares or to determine the number of Shares to be
granted to Eligible Directors.
(c) In consideration for services rendered to the Company during the
preceding quarter, each member of the Board of Directors who is an Eligible
Director on any Date of Grant shall automatically be granted Shares on such Date
of Grant. The number of Shares granted to each Eligible Director hereunder on
each such Date of Grant shall be equal to $3,125 divided by the fair market
value of one share of the Company's Common Stock determined as of such Date of
Grant; provided, however, that for Eligible Directors who were not directors for
the full quarter, the number of shares automatically granted pursuant hereto
shall be calculated as follows: (i) $3,125 times (ii) a fraction, the numerator
of which shall be the number of days which have elapsed between the date such
director first became a director and the Date of Grant, and the denominator of
which shall be 90, which product shall be divided by (iii) the fair market value
of one share of the Company's Common Stock on such Date of Grant; and provided,
further, that if any director ceases to be an Eligible Director at any time, the
Company shall, within 90 days of the date he or she ceases to be an Eligible
Director, issue to such person that number of shares as is determined by
multiplying $3,125 by a fraction, the numerator of which is the number of days
from the last Date of Grant until the date such person ceases to be an Eligible
Director and the denominator of which is 90, which product shall be divided by
the fair market value of one share of the Company's Common Stock on the last day
of the calendar quarter in which such person ceased to be an Eligible Director.
(d) The fair market value of the Common Stock shall be determined by
the Board in its discretion; provided, however, that where there is a public
market for the Common Stock, the fair market value per Share as of a particular
date shall be the closing bid price of the Common Stock in the over-the-counter
market on such date, as reported in The Wall Street Journal (or, if not so
reported, as otherwise reported by the National Association of Securities
Dealers Automated Quotation ("NASDAQ") System or by the National Quotations
Bureau) or, in the event the Common Stock is traded on the NASDAQ National
Market System or listed on a stock exchange, the fair market value per Share as
of a particular date shall be the closing price on such system or exchange on
such date, as reported in The Wall Street Journal; provided that if the date in
question is not a Business Day, the fair market value shall be determined as of
the last Business Day immediately prior to such date.
(e) Notwithstanding the provisions of subsection (c) hereof, in the
event that a grant would cause the number of Shares granted to exceed the number
of Shares reserved for issuance hereunder, then each such automatic grant shall
be for that number of Shares determined by dividing the total number of Shares
remaining available for grant by the number of Eligible Directors on such Date
of Grant. Any further grants shall then be deferred until such time, if any, as
additional Shares become available for grant
-3-
<PAGE>
under the Plan through action of the shareholders to increase the number of
Shares which may be issued under the Plan.
(f) The Shares granted to each Eligible Director shall be fully vested
on the Date of Grant.
(g) On the first Date of Grant following the Effective Date of the
Plan, each Eligible Director shall be granted Shares (in addition to the Shares
to be granted pursuant to Section 6(c) above) in an amount equal to (i) $12,500
multiplied by a fraction, (A) the numerator of which is the number of days from
the most recent anniversary of the date such Eligible Director became a director
(or, in the case of an Eligible Director who has been a director for less than
one year, the date such Eligible Director became a director) to the first day of
the calendar quarter in which such Date of Grant occurs and (B) the denominator
of which is 365, (ii) divided by the fair market value per Share as of such Date
of Grant.
7. TERM OF PLAN.
The Plan shall become effective upon adoption by the Board and approval
by the shareholders of the Company. The Plan shall continue in effect for a term
of ten (10) years from such date unless sooner terminated under Section 10 of
the Plan.
8. SHAREHOLDER APPROVAL.
The Plan shall be approved either (i) by the affirmative vote of the
holders of a majority of the Company's securities present or represented and
entitled to vote at a meeting duly held in accordance with applicable state law
or (ii) by the written consent of the holders of a majority of the Company's
securities entitled to vote. Such approval shall be solicited substantially in
accordance with Section 14(a) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
Subject to any required action by shareholders of the Company, the
number of shares of Common Stock reserved for issuance under the Plan shall be
proportionately adjusted if any recapitalization, reclassification, stock
dividend, stock split or combination of shares of Common Stock is effected. In
the event of the sale of all or substantially all the assets of the Company or
the merger of the Company with or into another corporation whereby the
shareholders of the Company own less than 50% of the equity securities of the
surviving corporation, each Eligible Director shall receive immediately prior to
the consummation of such action the number of shares proportionately adjusted to
reflect the days served by the Eligible Director since the commencement of the
calendar quarter in which the consummation of such action occurs or, if such
person was not an Eligible Director on the first day of such calendar quarter,
then since the date such Eligible Director became an Eligible Director, and the
date on which the fair market value of the Company's Common Stock is determined
shall be the first day of such calendar quarter or, in the case of an Eligible
Director who was not an Eligible Director on the first day of such calendar
quarter, then the date on which such Eligible Director became an Eligible
Director.
-4-
<PAGE>
10. AMENDMENT AND TERMINATION OF THE PLAN.
(a) Amendment and Termination.
The Board may amend, suspend, or terminate the Plan from time
to time in such respects as the Board may deem advisable; provided, however,
that shareholder approval shall be required for any amendment to the Plan which
would: (i) materially increase the benefits to participants under the Plan; (ii)
materially increase the number of Shares issuable under the Plan; or (iii)
materially modify the requirements as to eligibility for participation in the
Plan and provided further, however, that provisions of the Plan setting forth
the amount and price of the Shares to be issued hereunder, the class of persons
eligible to be granted Shares hereunder and the timing of such grants shall not
be amended more than once every six months, other than to comport with changes
in the Internal Revenue Code, the Employee Retirement Income Security Act, if
applicable, or the rules and regulations promulgated thereunder.
(b) Effect of Amendment or Termination.
Any such amendment or termination of the Plan shall not affect
Shares already issued.
11. COMPLIANCE WITH LAWS AND REGULATIONS.
Shares shall not be issued under this Plan unless the issuance and
delivery of such Shares shall comply with all relevant provisions of law,
including without limitation the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, state securities laws and the
requirements of any stock exchange upon which Shares may then be listed.
12. RESERVATION OF SHARES.
The Company, during the term of the Plan, will at all times reserve and
keep available such number of Shares as is reserved for the Plan pursuant to
Section 3 hereof.
13. GOVERNING LAW.
The Plan shall be governed by the laws of the State of California.
-5-
EXHIBIT 5.1
December 26, 1996
Power Spectra, Inc.
919 Hermosa Avenue
Sunnyvale, California 94086
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined (i) the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Power Spectra, Inc., a California
corporation (the "Company" or "you"), with the Securities and Exchange
Commission on or about December 23, 1996 in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of an aggregate of
52,759 shares (the "Unissued Shares") of your Common Stock (the "Common Stock"),
reserved for issuance under the Company's 1991 Director Stock Plan (the
"Director Plan") and 297,241 shares of your Common Stock previously issued under
such Director Plan (the "Previously Issued Shares") and (ii) the Prospectus to
be dated on or about December 23, 1996 that relates to the Director Plan and to
such Registration Statement pursuant to Rule 428(a)(1) promulgated under the Act
(the "Prospectuses") and the Reoffered Prospectus that relates to the Previously
Issued Shares and the Registration Statement pursuant to General Instruction C
of Form S-8 under the Act (the "Reoffered Prospectus"). As your legal counsel,
we have reviewed the actions proposed to be taken by you in connection with the
proposed sale and issuance of the Shares by the Company under the Director Plan.
With respect to the Unissued Shares, it is our opinion that, upon
completion of the actions being taken, or contemplated by us as your counsel to
be taken, by you prior to the issuance of the Shares pursuant to the
Registration Statement, the Prospectus and the Director Plan, such shares will
be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, the Prospectus and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Power Spectra, Inc. on Form S-8 of our report dated February 29, 1996, on our
audits of the financial statements of Power Spectra, Inc. as of December 31,
1995 and for the year ended December 31, 1995, which report is included in Power
Spectra, Inc.'s annual report on Form 10-K for the year ended December 31, 1995.
/s/ GRANT THORNTON L.L.P.
San Jose, California
December 20, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Power Spectra, Inc. on Form S-8 pertaining to the 1991 Director Stock Plan of
our report dated February 17, 1996 (except Note 4 to which the date is April 7,
1996), on our audits of the financial statement of Power Spectra, Inc. which
report is included in Power Spectra, Inc.'s annual report on Form 10-K for the
year ended December 31, 1995.
/s/ ERNST & YOUNG LLP
San Jose, California
December 20, 1996