As filed with the Securities and Exchange Commission on August 15 , 2000
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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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AT COMM CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware 95-3824750
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
577 Airport Boulevard, Suite 700
Burlingame, California 94010
(Address of principal executive offices)
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1994 STOCK PLAN
(as amended on May 22, 1995, March 25, 1997, March 18, 1998, February 24, 1999,
February 22, 2000 and March 15, 2000)
(Full title of the plan)
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William H. Welling
Chief Executive Officer
577 Airport Boulevard, Suite 700
Burlingame, California 94010
(Name and address of agent for service)
(415) 375-8188
(Telephone number, including area code, of agent for service)
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Copy to:
Blair W. Stewart, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
================================================ ===================== ===================== ===================== =================
Proposed Proposed
Maximum Maximum
Title Amount Offering Aggregate Amount of
of Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
------------------------------------------------ --------------------- --------------------- --------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock to be issued upon exercise of
options granted under the 1994 Stock
Plan (as amended on May 22, 1995, March 25,
1997, March 18, 1998, February 24, 1999,
February 22, 2000 and March 15, 2000)...... 727,095 $ 25.250 (1) $ 18,359,148 $ 4,847
================================================ ===================== ===================== ===================== =================
<FN>
(1) Estimated solely for the purpose of calculating the amount of the registration fee on the basis of the average of the high and
low sale price reported by Nasdaq Small Cap Market on August 8, 2000 in accordance with Rule 457(c).
</FN>
</TABLE>
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:
1. The Company's Annual Report on Form 10-KSB for the period ended
December 31, 1999 filed pursuant to Section 13(a) of the Exchange Act;
2. The Company's Quarterly Reports on Form 10-QSB for the periods ended
March 31, 2000 and June 30, 2000 filed pursuant to Section 13(a) of the Exchange
Act; and
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-8 filed February 1, 1995, pursuant to
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description (Registration No. 33-88996).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 ("Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing such documents.
ITEM 4. Description of Securities.
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
The Registrant's Certificate of Incorporation, as amended, limits, to
the maximum extent permitted by Delaware law, the personal liability of
directors for monetary damages for breach of their fiduciary duties as a
directors. The Registrant's Bylaws provide that the Registrant shall indemnify
its officers and directors and may indemnify its employees and other agents to
the fullest extent permitted by Delaware law to confirm.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent made a party to
an action by reason of that fact that he or she was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation, against expenses actually and reasonable incurred by him or her in
connection with such action if he or she acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and with respect to any criminal action, had no reasonable cause
to believe his or her conduct was unlawful.
II-1
<PAGE>
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
Exhibit
Number
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation
10.1(1) 1994 Stock Plan, as amended
10.2(2) Form Stock Option Agreement to 1994 Stock Plan, as
amended
23.1 Consent of KPMG LLP, Independent Auditors
23.2 Consent of Wilson, Sonsini, Goodrich & Rosati,
Professional Corporation (Contained in Exhibit 5.1)
24.1 Power of Attorney (See Page II-4)
ITEM 9. Undertakings.
Not applicable.
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1) Incorporated by reference to Registrant's Proxy Statement filed on April
14, 2000.
2) Incorporated by reference to Registratnt's Registration Statement on
Form S-8 (File No. 33-88996 filed on February 1, 1995)
II-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 Burlingame, State of California, on August 15, 2000.
AT COMM CORPORATION
By: /S/ WILLIAM H. WELLING
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William H. Welling
Chief Executive Officer
II-3
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William H. Welling and Melanie D.
Johnson, jointly and severally, his attorney-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute or substitutes, may do or cause to be done by virtue hereof.
<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
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<S> <C> <C>
/S/ WILLIAM H. WELLING Chairman of the Board, Chief Executive Officer August 15 , 2000
----------------------------- (Principal Executive Officer) and Director
(William H. Welling)
/S/ MELANIE D. JOHNSON Vice President of Finance, Chief Financial August 15 , 2000
----------------------------- Officer and Secretary (Principal Financial
(Melanie D. Johnson) Officer and Principal Accounting Officer)
/S/ BERNARD T. MARREN Director August 15 , 2000
-----------------------------
(Bernard T. Marren)
/S/ ROBERT K. MCAFEE Director August 15 , 2000
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(Robert K. McAfee)
/S/ MARK A. PARRISH, JR. Director August 15 , 2000
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(Mark A. Parrish, Jr.)
/S/ ATAM LALCHANDANI Director August 15 , 2000
-----------------------------
(Atam Lalchandani)
/S/ PHILIP VERMUELEN Director August 15 , 2000
-----------------------------
(Philip Vermuelen)
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, Professional
Corporation
10.1(1) 1994 Stock Plan, as amended
10.2(2) Form Stock Option Agreement to 1994 Stock Plan, as amended
23.1 Consent of KPMG LLP, Independent Auditors
23.2 Consent of Wilson, Sonsini, Goodrich & Rosati, Professional
Corporation (Contained in Exhibit 5.1)
24.1 Power of Attorney (see Page II-4)
-----------------------
1) Incorporated by reference to Registrant's Proxy Statement filed on April
14, 2000.
2) Incorporated by reference to Registratnt's Registration Statement on
Form S-8 (File No. 33-88996 filed on February 1, 1995)
II-5
