<PAGE>
As filed with the Securities and Exchange Commission on March 25, 1996
Registration No. 33-88818
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO REGISTRATION STATEMENT ON FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
GLENAYRE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 98-0085742
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5935 CARNEGIE BOULEVARD, CHARLOTTE, NORTH CAROLINA 28209
(Address of Principal Executive Offices) (Zip Code)
WESTERN MULTIPLEX CORPORATION 1981 INCENTIVE STOCK OPTION PLAN
WESTERN MULTIPLEX CORPORATION 1991 INCENTIVE STOCK OPTION PLAN
WESTERN MULTIPLEX CORPORATION 1992 INCENTIVE STOCK OPTION PLAN
WESTERN MULTIPLEX CORPORATION 1993 INCENTIVE STOCK OPTION PLAN
(Full title of the Plans)
CLARKE H. BAILEY
CHAIRMAN OF THE EXECUTIVE COMMITTEE
667 MADISON AVENUE, 25TH FLOOR
NEW YORK, NEW YORK 10021-8029
(Name and address of agent for service)
(212) 935-5678
(Telephone number, including area code, of agent for service)
WITH COPIES TO:
A. ZACHARY SMITH III
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
NATIONSBANK CORPORATE CENTER, SUITE 4200
100 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28202-4006
----------------------------
THIS POST-EFFECTIVE AMENDMENT COVERS SHARES OF THE REGISTRANT'S COMMON
STOCK ORIGINALLY REGISTERED ON THE REGISTRATION STATEMENT ON FORM S-4 TO WHICH
THIS IS AN AMENDMENT. THE REGISTRATION FEES IN RESPECT OF SUCH COMMON STOCK WERE
PAID AT THE TIME OF THE ORIGINAL FILING OF THE REGISTRATION STATEMENT ON FORM
S-4 RELATING THERETO. ON EACH OF JUNE 19, 1995 AND DECEMBER 29, 1995, THE
COMPANY PAID A 3 FOR 2 STOCK SPLIT IN THE FORM OF A 50% STOCK DIVIDEND. PURSUANT
TO RULE 416 UNDER THE SECURITIES ACT OF 1933, SUCH ADDITIONAL SHARES ISSUED WITH
RESPECT TO THE SHARES REGISTERED UNDER THE REGISTRATION STATEMENT ON FORM S-4
ARE DEEMED TO BE COVERED BY SUCH REGISTRATION STATEMENT.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this registration statement in accordance with the Note to Part 1 of Form
S-8.
Pursuant to General Instruction C to Form S-8, a reoffer prospectus
with respect to 145,680 of the 750,000 shares of Glenayre Common Stock covered
by this registration statement (prior to adjustment for the 3 for 2 stock splits
paid on June 19, 1995 and December 29, 1995) (327,780 shares following such
adjustments) is being filed concurrently with this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by Glenayre Technologies, Inc.
(the "Company") with the Securities and Exchange Commission, Commission file
number 0-15761, are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;
(b)(i) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995;
(ii) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995;
(iii) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995;
(iv) The Company's Current Report on Form 8-K dated March 7, 1995;
(v) The Company's Current Report on Form 8-K dated April 13, 1995;
(vi) The Company's Current Report on Form 8-K dated May 9, 1995, as
amended by a Form 8-K/A dated July 7, 1995;
(vii) The Company's Current Report on Form 8-K dated March 11, 1996.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement filed pursuant to Section 12
of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby 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 of such reports
and documents.
2
<PAGE>
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 Delaware General Corporation Law contains provisions prescribing
the extent to which directors and officers shall or may be indemnified against
liabilities which they may incur in their capacities as such. Under those
provisions the availability or requirements of indemnification or reimbursement
of expenses is dependent upon numerous factors, including whether the action is
brought by the corporation or by outsiders and the extent to which the potential
indemnitee is successful in his defense. The Bylaws of the Company provide for
indemnification of directors to the fullest extent permitted by law.
The statute also permits a corporation to purchase and maintain
insurance on behalf of its directors and officers against liabilities which they
may incur in their capacities as such, whether or not the corporation would have
the power to indemnify them under other provisions of the statute. The Company
has purchased insurance to provide for indemnification of directors and
officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.
(previously filed)
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Shilling & Kenyon, Inc.
23.3 Consent of Ireland San Filippo & Company
23.4 Consent of Grant Thornton
23.5 Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
(included in Exhibit 5)
23.6 Acknowledgment Letter of Ernst & Young LLP
99 Reoffer Prospectus
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;
3
<PAGE>
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and 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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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 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 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.
4
<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 Post-
Effective Amendment No. 1 to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Charlotte,
State of North Carolina, on the 23rd day of March, 1996.
GLENAYRE TECHNOLOGIES, INC.
By: /s/ Stanley Ciepcielinski
Stanley Ciepcielinski
Executive Vice President
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>
* Director and Chairman of the March 23, 1996
Gerald B. Cramer Board
* Director, Vice Chairman and March 23, 1996
Clarke H. Bailey Chairman of the Executive
Committee
*
John J. Hurley Director and Vice Chairman March 23, 1996
* Director, President and Chief March 23, 1996
Ramon D. Ardizzone Executive Officer (Principal
Executive Officer)
* Director March 23, 1996
Barry W. Gray
* Director March 23, 1996
Thomas C. Israel
* Director March 23, 1996
Edward J. Rosenthal
* Director March 23, 1996
Thomas E. Skidmore
/s/ Stanley Ciepcielinski Executive Vice President, Chief March 23, 1996
Stanley Ciepcielinski Financial Officer, Secretary and
Treasurer (Principal Financial
Officer)
5
<PAGE>
/s/ Billy C. Layton Vice President, Controller and March 23, 1996
Billy C. Layton Chief Accounting Officer (Prin-
cipal Accounting Officer)
* By: /s/ Stanley Ciepcielinski
Stanley Ciepcielinski, Attorney-in-Fact
</TABLE>
6
<PAGE>
EXHIBIT INDEX
Exhibit Description
5 Opinion of Kennedy Covington Lobdell & Hickman,
L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Shilling & Kenyon
23.3 Consent of Ireland San Filippo & Company
23.4 Consent of Grant Thornton
23.6 Acknowledgment Letter of Ernst & Young LLP
99 Reoffer Prospectus
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment on
Form S-8 to Registration Statement No. 33-88818 of Glenayre Technologies, Inc.
on Form S-4 of our reports dated February 3, 1995, appearing and incorporated by
reference in the Annual Report on Form 10-K of Glenayre Technologies, Inc. for
the year ended December 31, 1994 and to the reference to us under the headings
"Experts" in the Reoffer Prospectus, which is part of such Registration
Statement.
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
March 25, 1996
<PAGE>
EXHIBIT 23.2
We hereby consent to the use in this Post-Effective Amendment to the
Registration Statement of our report, dated August 8, 1994, relating to the
financial statements of Western Multiplex Corporation and to the reference of
our firm under the caption "Experts" in the Prospectus.
SHILLING & KENYON, INC.
San Jose, California
March 23, 1996
<PAGE>
EXHIBIT 23.3
We hereby consent to the use in this Post-Effective Amendment to the
Registration Statement of our report, dated August 8, 1993, relating to the
financial statements of Western Multiplex Corporation and to the references of
our firm under the caption "Experts" in the Prospectus.
IRELAND SAN FILIPPO & COMPANY
San Carlos, California
March 23, 1996
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
To the Directors of Glenayre Technologies, Inc.
We consent to the incorporation by reference in Glenayre Technologies, Inc.'s
Post-Effective Amendment to the Registration Statement with respect to the
acquisition by Glenayre Technologies, Inc. of Western Multiplex Corporation on
Form S-4 of our report dated April 21, 1993 appearing in the Annual Report on
Form 10-K of Glenayre Technologies, Inc. for the year ended December 31, 1994.
GRANT THORNTON
Chartered Accountants
Vancouver, Canada
March 23, 1996
<PAGE>
EXHIBIT 23.6
March 23, 1996
To the Board of Directors and Stockholders of
Glenayre Technologies, Inc.
Charlotte, North Carolina
We are aware of the incorporation by reference in the Post-Effective Amendment
to the Registration Statement (Form S-8, No. 33-88818) of Glenayre Technologies,
Inc. for the registration of shares under the Western Multiplex Corporation
1981, 1991, 1992, and 1993 Incentive Stock Option Plans of our reports dated
July 21, 1995 and October 19, 1995 relating to the unaudited consolidated
interim financial statements of Glenayre Technologies, Inc. that are included in
its Forms 10-Q for the quarters ended June 30, 1995 and September 30, 1995.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
Very truly yours,
Ernst & Young LLP
<PAGE>
EXHIBIT 99
P R O S P E C T U S
157,486 SHARES
GLENAYRE TECHNOLOGIES, INC.
COMMON STOCK
($.02 PAR VALUE)
The Common Stock, $.02 par value, of Glenayre Technologies, Inc. (the
"Company") is traded under the symbol of GEMS and transactions in the Common
Stock and reported on the NASDAQ National Market System. On March 22, 1996, the
last reported sale price of the Company's Common Stock on the National Market
System was $32.50.
All of the Offered Shares are being offered for the account of certain
Selling Shareholders.
SEE "INVESTMENT CONSIDERATIONS" FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The Selling Shareholders intend to distribute all of the Offered Shares
in one or more transactions effected from time to time in the over-the-counter
market at market prices prevailing of the time of sale. All the expenses of this
offering are payable by the Company.
The date of this Prospectus is March 25, 1996.
<PAGE>
GLENAYRE TECHNOLOGIES, INC.
CROSS REFERENCE SHEET
PURSUANT TO RULE 501(B) OF REGULATION S-K
SHOWING LOCATION IN THE PROSPECTUS
OF INFORMATION REQUIRED BY
ITEMS IN PART I OF FORM S-3
<TABLE>
<CAPTION>
FORM S-3 PAGE OR HEADING
ITEM NUMBER AND CAPTION IN PROSPECTUS
<S> <C> <C>
Item 1. Forepart of the Registration Statement and Outside of the Front Cover
Page of Prospectus.................................................................Outside Front Cover Page
Item 2. Inside Front and Outside Back Cover Pages of Prospectus............................Inside Front Cover Page
Item 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed The Company; Investment
Charges............................................................................Considerations
Item 4 Use of Proceeds....................................................................Use of Proceeds
Item 5. Determination of Offering Price....................................................Not Applicable
Item 6. Dilution...........................................................................Not Applicable
Item 7. Selling SecurityHolders............................................................Selling Shareholders
Item 8. Plan of Distribution...............................................................Plan of Distribution
Item 9. Description of Securities to be Registered.........................................Not Applicable
Item 10. Interests of Named Experts and Counsel.............................................Legal Opinion; Experts
Item 11. Material Changes...................................................................Not Applicable
Item 12. Incorporation of Certain Information by Reference..................................Incorporation of Certain
Documents by Reference
Item 13. Disclosure of Commission Position on Indemnification for Securities
Act Liabilities....................................................................Not Applicable
</TABLE>
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL ANY SECURITIES OTHER THAN THE
REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL THE SECURITIES
COVERED BY THIS PROSPECTUS IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM,
IT IS UNLAWFUL TO MAKE SUCH OFFER. NEITHER THE DELIVERY HEREOF NOR ANY
DISTRIBUTION MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE FACTS SET FORTH HEREIN SINCE
THE DATE HEREOF.
THE COMPANY IS SUBJECT TO THE INFORMATION REQUIREMENTS OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), AND IN
ACCORDANCE THEREWITH FILES REPORTS AND OTHER INFORMATION WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION"). REPORTS, PROXIES AND INFORMATION
STATEMENTS AND OTHER INFORMATION FILED BY THE COMPANY 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; ROOM
1204, EVERETT MCKINLEY DIRKSEN BUILDING, 219 SOUTH DEARBORN STREET, CHICAGO,
ILLINOIS 60604; FEDERAL BUILDING, 26 FEDERAL PLAZA, NEW YORK, NEW YORK 10007;
AND SUITE 1710, 10960 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA 90024. COPIES
OF SUCH MATERIAL CAN BE OBTAINED FROM THE PUBLIC REFERENCE SECTION OF THE
COMMISSION AT JUDICIARY PLAZA, 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549 AT
PRESCRIBED RATES.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission are
incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995.
4. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995.
5. The Company's Current Report on Form 8-K dated March 7, 1995.
6. The Company's Current Report on Form 8-K dated April 13, 1995.
7. The Company's Current Report on Form 8-K dated May 9, 1995, as
amended July 7, 1995.
8. The Company's Current Report on Form 8-K dated March 11, 1996.
9. The description of the Company's Common Stock contained in its
Registration Statement filed pursuant to Section 12 of the
Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after
the date hereof and prior to the termination of the 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.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, on the
written or oral request of such person, a copy of any and all information that
has been incorporated by reference in the Prospectus (not including exhibits to
the information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that the Prospectus
incorporates). Written or oral requests for such copies should be directed to:
Secretary, Glenayre Technologies, Inc., 5935 Carnegie Boulevard, Charlotte, NC
28209, telephone 704/553-0038.
1
<PAGE>
THE COMPANY
Glenayre Technologies Inc. ("Glenayre" or the "Company") is a leading
world wide supplier of telecommunications equipment and related software used by
service providers in the paging and wireless personal communications markets.
The Company designs, manufactures, markets and services switches, transmitters,
controls and software used in personal communications systems (including paging,
voice messaging and message management and mobile data systems) and radio
telephone systems.
The Company was incorporated under the laws of the State of Delaware on
September 21, 1987 and is the successor to a corporation organized on April 7,
1945. The principal executive offices of the Company are located at 5935
Carnegie Boulevard, Charlotte, NC 28209. The Company's telephone number is
704/553-0038.
INVESTMENT CONSIDERATIONS
In addition to other information in this Prospectus, the following
should be considered carefully in evaluating the Company and business before
purchasing the Common Stock offered hereby.
POTENTIAL MARKET CHANGES RESULTING FROM TECHNOLOGICAL ADVANCES
The paging industry and Glenayre's business are subject to competition
from alternative forms of data communication. In addition, Glenayre's business
is focused entirely upon the wireless telecommunications industry. Future
technological advances in the wireless telecommunications industry, including
digital-based cellular telephone systems, could result in new products which are
competitive with Glenayre's products. There can be no assurance that Glenayre
will not be adversely affected in the event of such technological advances.
While the introduction of more advanced forms of telecommunication may provide
opportunities to Glenayre for the development of new products, these advanced
forms of telecommunication may reduce the demand for pagers and thus the type of
paging transmission systems and related software designed and sold by Glenayre.
In addition, there can be no assurance that Glenayre will be able to develop
successfully these new products or to provide additional enhancements to its
existing products.
VOLATILITY OF STOCK PRICE
The market price of Glenayre Common Stock is volatile. The market price
of Glenayre Common Stock could be subject to significant fluctuations in
response to variations in Glenayre's quarterly operating results and other
factors such as announcements of technological developments or new products by
Glenayre, developments in Glenayre's relationships with its customers,
technological advances by existing and new competitors, general market
conditions in the industry and changes in government regulations. In addition,
in recent years conditions in the stock market in general and shares of
technology companies in particular have experienced significant price and volume
fluctuations which have often been unrelated to the operating performance of
these specific companies. Such market fluctuations and economic conditions
unrelated to Glenayre may adversely affect the market price of Glenayre's Common
Stock.
LIMITS ON PROTECTION OF PROPRIETARY TECHNOLOGY AND INFRINGEMENT CLAIMS
Glenayre owns or licenses numerous patents used in its operations.
Glenayre believes that while these patents are useful to Glenayre, they are not
critical or valuable on an individual basis. The collective value of the
intellectual property of Glenayre is comprised of its patents, blueprints,
specifications, technical processes and cumulative employee knowledge. Although
Glenayre attempts to protect its proprietary technology through a combination of
trade secrets, patent law, nondisclosure agreements and technical measures, such
protection may not preclude competitors from developing products with features
similar to Glenayre's products. The laws of some foreign countries in which
Glenayre sells or may sell its products, including The Republic of Korea, The
People's
2
<PAGE>
Republic of China, Saudi Arabia, Thailand, Dubai, India and Brazil, do not
protect Glenayre's proprietary rights in the products to the same extent as do
the laws of the United States. Although Glenayre believes that its products and
technology do not infringe on the proprietary rights of others, Glenayre is
currently party to certain infringement claims, and there can be no assurance
that third parties will not assert additional infringement claims against
Glenayre in the future. If such litigation resulted in Glenayre's inability to
use technology, Glenayre might be required to expend substantial resources to
develop alternative technology or to license the prior technology. There can be
no assurance that Glenayre could successfully develop alternative technology or
license the prior technology on commercially reasonable terms. Glenayre does not
believe, however, that an adverse resolution of the pending claims would have a
material adverse effect on Glenayre.
POTENTIAL CHANGES IN GOVERNMENT REGULATION
Many of Glenayre's products operate on radio frequencies. Radio
frequency transmissions and emissions, and certain equipment used in connection
therewith, are regulated in the United States, Canada and internationally.
Regulatory approvals generally must be obtained by Glenayre in connection with
the manufacture and sale of its products, and by Glenayre's customers to operate
Glenayre's products. There can be no assurance that appropriate regulatory
approvals will continue to be obtained, or that approvals required with respect
to products being developed for the personal communications services market will
be obtained. The enactment by federal, state, local or international governments
of new laws or regulations or a change in the interpretation of existing
regulations could affect the market for Glenayre's products. Although recent
deregulation of international telecommunications industries along with recent
radio frequency spectrum allocations made by the FCC have increased the demand
for Glenayre's products by providing users of those products with opportunities
to establish new paging and other wireless personal communications services,
there can be no assurance that the trend toward deregulation and current
regulatory developments favorable to the promotion of new and expanded personal
communications services will continue or that other future regulatory changes
will have a positive impact on Glenayre.
INTERNATIONAL BUSINESS RISKS
Approximately 35% of 1995 net sales were generated in markets outside
of the United States. International sales are subject to the customary risks
associated with international transactions, including political risks, local
laws and taxes, the potential imposition of trade or currency exchange
restrictions, tariff increases, transportation delays, difficulties or delays in
collecting accounts receivable, and, to a lesser extent, exchange rate
fluctuations. Although a substantial portion of 1995 international sales of the
Company's products and services were negotiated in U.S. dollars, there can be no
assurance that the Company will be able to maintain such a high percentage of
U.S. dollar denominated international sales. The Company seeks to mitigate its
currency exchange fluctuation risk by entering into currency hedging
transactions. The Company also acts to mitigate certain risks associated with
international transactions through the purchase of political risk insurance and
the use of letters of credit.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Offered Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
The names of the Selling Shareholders, the number of shares of the
Company's Common Stock to be sold by each of them in this Offering and the
number of such shares and the percentage of outstanding Glenayre Common Stock
which will be owned by each of them after completion of this Offering are set
forth below:
3
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
SHARES HELD SHARES HELD HELD
BEFORE SHARES TO AFTER AFTER
NAME OFFERING BE SOLD OFFERING OFFERING1
<S> <C> <C> <C> <C>
John Woods......................................... 229,568 2 74,326 155,242 3
Michael Gresham4................................... 114,799 7,775 107,024 3
Frank Hegarty5..................................... 170,000 74,326 95,674 3
Edmund Stamburg.................................... 1,059 1,059 1,059 3
</TABLE>
1 Based on 60,688,922 shares of the $.02 par value Common Stock outstanding as
of March 23, 1996.
2 Mr. Woods served as director and president of Western Multiplex Corporation
prior to its acquisition by the Company on April 25, 1995. Includes 106,381
shares subject to presently exercisable options or options exercisable
within 60 days and 42,470 shares held as custodian for his children.
3 Less than 1%.
4 Mr. Gresham served as a director and vice president of Western Multiplex
Corporation prior to its acquisition by the Company on April 25, 1995.
Includes 70,605 shares subject to presently exercisable options or options
exercisable within 60 days.
5 Mr. Hegarty served as a director and chief financial officer of Western
Multiplex Corporation prior to its acquisition by the Company on April 25,
1995.
PLAN OF DISTRIBUTION
The Selling Shareholders or their transferees intend to distribute all
of the Offered Shares in one or more transactions, effected from time to time in
the over-the-counter market at market prices prevailing at the time of sale. If
any Offered Shares are sold through broker-dealers, the Selling Shareholders or
their transferees may pay customary brokerage commissions and charges.
Any broker-dealer that participates in the distribution of the Offered
Shares may be deemed to be an "underwriter" within the meaning of the Securities
Act of 1933 and any commissions and discounts received by such broker-dealer and
any profit from the resale of the Offered Shares by such broker-dealer might be
deemed to be underwriting discounts and commissions under the Securities Act.
LEGAL OPINION
The legality of the Offered Shares has been passed upon by Kennedy
Covington Lobdell & Hickman, L.L.P., 4200 NationsBank Corporate Center, 100
North Tryon Street, Charlotte, NC 28202.
EXPERTS
The consolidated financial statements and the related financial
statement schedule incorporated by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1994 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and has been so incorporated by reference in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
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