As filed with the Securities and Exchange Commission on January 30, 1997
Registration No. 333-15845
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO REGISTRATION STATEMENT ON FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
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(Address of Principal Executive Offices) (Zip Code)
CNET, INC. 1995 STOCK OPTION PLAN
(Full title of the Plans)
STANLEY CIEPCIELINSKI
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
5935 CARNEGIE BOULEVARD
CHARLOTTE, NORTH CAROLINA 28209
(Name and address of agent for service)
(704) 553-0038
(Telephone number, including area code, of agent for service)
WITH COPIES TO:
A. ZACHARY SMITH III, ESQ.
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
NATIONSBANK CORPORATE CENTER, SUITE 4200
100 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28202-4006
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THIS POST-EFFECTIVE AMENDMENT COVERS 56,620 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.
<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.
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, 1995;
(b)(i) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30,
1996; and
(ii) The Company's Current Reports on Form 8-K dated March 11, 1996
and November 7, 1996.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement filed pursuant to Section 12
of the Securities Exchange Act of 1934 (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 Exchange Act, 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
As of January 9, 1997, partners and associates of Kennedy Covington
Lobdell & Hickman, L.L.P. and their spouses and minor children owned
beneficially an aggregate of 10,440 shares of Common Stock of the Company.
2
<PAGE>
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 and officers 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 Ernst & Young, LLP (filed herewith)
23.2 Consent of Deloitte & Touche LLP (filed herewith)
23.3 Consent of Deloitte & Touche LLP (filed herewith)
23.4 Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
(included in Exhibit 5)
23.5 Acknowledgment Letter of Ernst & Young, LLP
(filed herewith)
24 Power of attorney (previously filed)
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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<PAGE>
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.
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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
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 28th day of January, 1997.
GLENAYRE TECHNOLOGIES, INC.
By: s/ Stanley Ciepcielinski
Name: Stanley Ciepcielinski
Title: Executive Vice President and Chief
Financial Officer
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.
Signature Title Date
*
Ramon D. Ardizzone Chairman of the Board January 28, 1997
*
Gary B. Smith Director, President and Chief January 28, 1997
Executive Officer
*
Clarke H. Bailey Director January 28, 1997
Donald S. Bates Director January __, 1997
*
Barry W. Gray Director January 28, 1997
*
John J. Hurley Director January 28, 1997
*
Thomas C. Israel Director January 28, 1997
Stephen P. Kelbley Director January __, 1997
s/ Stanley Ciepcielinski Executive Vice President, Chief January 28, 1997
Stanley Ciepcielinski Financial Officer, Secretary and
Treasurer (Principal Financial
Officer)
s/ Billy C. Layton Vice President, Controller and January 28, 1997
Billy C. Layton Chief Accounting Officer (Prin-
cipal Accounting Officer)
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* By: s/ Stanley Ciepcielinski
Stanley Ciepcielinski, Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Description
5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.
(previously filed)
23.1 Consent of Ernst & Young, LLP (filed herewith)
23.2 Consent of Deloitte & Touche LLP (filed herewith)
23.3 Consent of Deloitte & Touche LLP (filed herewith)
23.4 Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
(included in Exhibit 5)
23.5 Acknowledgment Letter of Ernst & Young, LLP (filed herewith)
24 Power of attorney (previously filed)
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporation by reference in Post-Effective Amendment No.
1 on Form S-8 to the Registration Statement (Form S-4 No. 333-15845) of
Glenayre Technologies, Inc. of our report dated January 31, 1996, with respect
to the consolidated financial statements and schedule of Glenayre Technologies,
Inc. included in its Annual Report (Form 10-K) for the year ended December 31,
1995, filed with the Securities and Exchange Commission.
We also consent to the use therein of our report dated June 6, 1996, with
respect to the consolidated financial statements of CNET, Inc.
/s/ Ernst & Young LLP
Charlotte, North Carolina
January 28, 1997
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 333-15845 of Glenayre
Technologies, Inc. on Form S-8 of our report dated February 3, 1995
appearing in and incorporated by reference in the Annual Report on Form
10-K of Glenayre Technologies, Inc. for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
Charlotte, North Carolina
January 29, 1997
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment on Form S-8 to the
Registration Statement of Glenayre Technologies, Inc. on Form S-4 (No.
333-15845) of our report dated June 28, 1994, on the consolidated financial
statements of CNET, Inc. for the year ended January 31, 1994, appearing in the
Proxy Statement/Prospectus, which is part of the Registration Statement, and to
the reference to us under the heading "Experts" in such Proxy
Statement/Prospectus.
/s/ Deloitte & Touche LLP
Dallas, Texas
January 27, 1997
Exhibit 23.5
January 28, 1997
To the Board of Directors and Stockholders of
Glenayre Technologies, Inc.
Charlotte, North Carolina
We are aware of the incorporation by reference in Post-Effective Amendment No. 1
on Form S-8 to the Registration Statement (Form S-4 No. 333-15845) of Glenayre
Technologies, Inc. for the registration of shares under the CNET, Inc. Stock
Option Plan of our reports dated April 18, 1996, July 19, 1996 and October 18,
1996 relating to the unaudited consolidated interim financial statements of
Glenayre Technologies, Inc. that are included in its Forms 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996.
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,
/s/ Ernst & Young LLP
Charlotte, North Carolina
