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Registration No. 33-10965
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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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SSE TELECOM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-1466297
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
SUITE 710, 8230 LEESBURG PIKE, VIENNA, VIRGINIA 22182
(Address, including zip code, of Registrant's principal executive offices)
SSE TELECOM, INC. 1997 EQUITY PARTICIPATION PLAN
(Full title of Plan)
DANIEL E. MOORE
SUITE 710
8230 LEESBURG PIKE
VIENNA, VIRGINIA 22182
(703) 442-4503
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
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COPY TO:
G. DONALD MARKLE, ESQUIRE
SUROVELL, JACKSON, COLTEN & DUGAN, P.C.
4010 UNIVERSITY DRIVE, SUITE 200
FAIRFAX, VIRGINIA 22030
(703) 591-1300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Proposed Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Offering Amount of
to be Registered Registered Price per Share Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per
share 1997 Equity
Participation Plan 425,000 $4.625* 1,965,625.00* $579.86
</TABLE>
*Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457, on the basis of the average of the high and low prices of the
Registrant's common stock as reported on NASDAQ on April 28, 1998.
Page 1 of 13
Exhibit Index on Page 10
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PART II
The general purpose of this filing is to register those shares of
common stock of SSE Telecom, Inc. which may be sold in accordance with the SSE
Telecom, Inc. 1997 Equity Participation Plan.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
registration statement:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended September 27, 1997, filed pursuant
to Section 13(a) of the Securities Exchange Act of
1934, as amended;
(b) All other reports, if any, filed by the Registrant
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since the end of the fiscal year
ended September 27, 1997 and
(c) The description of the Registrant's common stock
contained in the Registrant's Registration Statement
on Form 8-A dated July 11, 1991, filed pursuant to
the Securities Exchange Act of 1934, as
amended.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
of this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicate that all securities
offered hereunder have been sold, or which deregister all securities then
remaining unsold under this registration statement, 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.
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Item 4. Description of Securities.
Not applicable; the class of securities to be offered is
registered under Section 12 of the Securities Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel.
G. Donald Markle, a principal in the law firm of Surovell,
Jackson, Colten & Dugan, P.C., legal counsel for the Registrant, owns 17,500
shares of the Registrant's common stock. Mr. Markle is also Secretary of the
Registrant.
Item 6. Indemnification of Directors and Officers.
As permitted by sections 102 and 145 of the Delaware General
Corporation Law, the Registrant's certificate of incorporation eliminates a
director's personal liability for monetary damages to the Registrant and its
stockholders arising from a breach or alleged breach of a director's fiduciary
duty except for liability under Section 174 of the Delaware General Corporation
Law or liability for any breach of the director's duty of loyalty to the
Registrant or its stockholders, for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, or for any
transaction from which the director derived an improper personal benefit. The
effect of this provision in the certificate of incorporation is to eliminate the
rights of the Registrant and its stockholders (through stockholders' derivative
suits on behalf of the Registrant) to recover monetary damages against a
director for breach of fiduciary duty as a director (including breaches
resulting from negligent or grossly negligent behavior) except in the situations
described above.
The Registrant's certificate of incorporation and bylaws
provide for indemnification of its directors, officers and agents (an
"Indemnitee"). Under the certificate of incorporation and bylaws, the Registrant
must indemnify an Indemnitee to the fullest extent permitted by Delaware law for
losses and expenses incurred in connection with actions in which the Indemnitee
is involved by reason of having been a director or officer of the Registrant. In
certain circumstances, the Registrant is also obligated to advance expenses an
Indemnitee may incur in connection with such actions before any resolution of
the action, and the Indemnitee may sue to
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enforce his or her right to indemnification or advancement of expenses.
There is no litigation pending, and neither the Registrant nor
any of its directors know of any threatened litigation, which might result in a
claim for indemnification by any director or officer.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------ -----------------------
<S> <C> <C>
4.1 Specimen Stock Certificate Incorporated by reference
to Exhibit 4.1
#33-10965 on Form 10-K
September 26, 1992
4.2 Article 4 of the Articles Incorporated by reference
of Incorporation of to Exhibit 4.2
Registrant #33-10965 on Form S-18
4.3 Article 6 of the Bylaws of Incorporated by reference
Registrant to Exhibit 4.3
#33-10965 on Form S-18
5 Opinion of Surovell, Jackson, Attached hereto as Exhibit
Colten & Dugan, P.C. Exhibit 5
10.18.2 SSE Telecom, Inc. 1997 Incorporated by reference
Equity Participation Plan to Proxy Statement, Form
14-A, April 15, 1997,
#33-10965
</TABLE>
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<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------ -----------------------
<S> <C> <C>
10.18.4 Amendment to SSE Telecom, Incorporated by reference
Inc. 1997 Equity to Proxy Statement, Form
Participation Plan 14-A, January 26, 1998,
#33-10965
15 Not Applicable
23.1 Consent of Ernst & Young LLP Attached hereto as Exhibit
Independent Auditors 23.1
23.2 Consent of Surovell, Jackson, Incorporated by
Colten & Dugan, P.C. reference to Exhibit 5
24 Power of Attorney
(Included on page 8)
</TABLE>
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:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(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.
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 Securities Exchange
Act of 1934 that are incorporated by reference in this registration statement.
(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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
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being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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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 Vienna, Virginia, on the 30th day of April, 1998.
SSE TELECOM, INC.
By: /s/ Daniel E. Moore
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Daniel E. Moore, Chairman
EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS
DANIEL E. MOORE AND G. DONALD MARKLE, AND EACH OF THEM ACTING ALONE, HIS TRUE
AND LAWFUL ATTORNEY-IN-FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE AND
CAUSE TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, ANY AND ALL AMENDMENTS
AND POST-EFFECTIVE AMENDMENTS TO THIS REGISTRATION STATEMENT, WITH EXHIBITS
THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, AND HEREBY RATIFIES AND
CONFIRMS ALL THAT SAID ATTORNEY-IN-FACT OR HIS SUBSTITUTE OR SUBSTITUTES MAY DO
OR CAUSE TO BE DONE BY VIRTUE HEREOF.
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on April 30, 1998.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Daniel E. Moore Chairman(principal executive
- ---------------------------------- officer) and Director
Daniel E. Moore
/s/ Russ D. Kinsch Chief Financial Officer (principal
- ---------------------------------- financial officer and principal
Russ D. Kinsch accounting officer)
/s/ Olin L. Wethington Director
- ----------------------------------
Olin L. Wethington
/s/ Joseph T. Pisula Director
- ----------------------------------
Joseph T. Pisula
/s/ Lawrence W. Roberts Director
- ----------------------------------
Lawrence W. Roberts
</TABLE>
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Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Document Page
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<S> <C> <C>
4.1 Specimen Stock Certificate; incorporated
by reference to Exhibit 4.1 #33-10965 on
Form 10-K September 26, 1992
4.2 Article 4 of the Articles of Incorporation
of Registrant; incorporated by reference
to Exhibit 4.2 #33-10965 on Form S-18
4.3 Article 6 of the Bylaws of Registrant;
incorporated by reference to Exhibit 4.3
#33-10965 on Form S-18
5 Opinion of Surovell, Jackson,
Colten & Dugan, P.C. 11
10.18.2 SSE Telecom, Inc. 1997 Equity Participation
Plan; incorporated by reference to Proxy
Statement, Form 14-A, April 15, 1997,
#33-10965
10.18.4 Amendment to SSE Telecom, Inc. 1997 Equity Participation Plan;
incorporated by reference to Proxy Statement, Form 14-A,
January 26, 1998, #33-10965
23.1 Consent of Ernst & Young LLP
Independent Auditors 12
23.2 Consent of Surovell, Jackson,
Colten & Dugan, P.C. 13
</TABLE>
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EXHIBIT 5
Opinion of Surovell, Jackson, Colten & Dugan, P.C.
April 30, 1998
SSE Telecom, Inc.
Suite 710
8230 Leesburg Pike
Vienna, Virginia 22182
Gentlemen:
You have requested our opinion as counsel for SSE Telecom, Inc., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder, for the public offering by the Company of up to 425,000
shares of common stock pursuant to its 1997 Equity Participation Plan for
officers, directors, employees, and consultants of the Company, or any of its
subsidiaries.
We have examined the Company's Registration Statement on Form S-8 in
the form to be filed with the Securities and Exchange Commission on or about
April 30, 1998 (the "Registration Statement"). We further have examined the
Certificate of Incorporation of the Company as certified by the Secretary of
State of the State of Delaware, the Bylaws and the minute books of the Company
as a basis for the opinion hereafter expressed.
Based on the foregoing examination, we are of the opinion that, upon
issuance and sale in the manner described in the Registration Statement, the
shares of common stock covered by the Registration Statement will be legally
issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SUROVELL, JACKSON, COLTEN & DUGAN, P.C.
By: /s/ G. Donald Markle
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G. Donald Markle
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EXHIBIT 23.1
Consent of Ernst & Young LLP Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the SSE Telecom, Inc. 1997 Equity
Participation Plan of our report dated December 4, 1997, with respect to the
consolidated financial statements and schedule of SSE Telecom, Inc. included in
its Annual Report (Form 10-K) for the year ended September 27, 1997, filed with
the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
April 30, 1998
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EXHIBIT 23.2
Consent of Surovell, Jackson, Colten & Dugan, P.C.
(included in Exhibit 5)
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