<PAGE>
As Filed With the Securities and Exchange Commission on June 9, 1998
Registration No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLENAYRE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
98-0085742
(I.R.S. Employer Identification No.)
5935 Carnegie Boulevard
Charlotte, North Carolina
(Address of principal executive offices)
28209
(Zip Code)
GLENAYRE 1996 INCENTIVE STOCK PLAN
(Full title of the plan)
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STANLEY CIEPCIELINSKI
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
GLENAYRE TECHNOLOGIES, INC.
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)
Please send copies of all
communications 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
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------- ------------------- ------------------ --------------------- ----------------
Title Amount Proposed maximum Proposed maximum Amount of
of securities to be To be Offering price Aggregate Registration
registered Registered per share1 offering price1 Fee
- ---------------------------- ------------------- ------------------ ---------------------- ----------------
- ---------------------------- ------------------- ------------------ ---------------------- ----------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.02 par value 2,200,000 shares $15.9375 $35,062,500 $10,344
- ---------------------------- ------------------- ------------------ ---------------------- ----------------
</TABLE>
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1 Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h)(1) on the basis of $15.9375 per share, the
average of the high and low prices for the Common Stock on June 4, 1998 as
reported in The Nasdaq Stock Market.
<PAGE>
EXPLANATORY NOTE
This Registration Statement relates to the amendment to the Glenayre
1996 Incentive Stock Plan to increase by 2,200,000 the number of shares of
common stock authorized to be issued thereunder.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of (i) PART I and (ii) PART II, Items 3, 4, 6, 7 and 9, of the
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No.
333-04635), filed by the Registrant on May 22, 1998 relating to the Glenayre
1996 Incentive Stock Plan.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the issuance of the Common
Stock being offered hereby are being passed upon for the Registrant by Kennedy
Covington Lobdell & Hickman, L.L.P., NationsBank Corporate Center, Suite 4200,
100 North Tryon Street, Charlotte, North Carolina 28202. At May 20, 1998,
partners and associates of Kennedy Covington Lobdell & Hickman, L.L.P. and their
spouses and minor children owned beneficially an aggregate of 13,725 shares of
the Common Stock of the Registrant.
ITEM 8. EXHIBITS.
4 Glenayre 1996 Incentive Stock Plan, as amended, is
incorporated herein by reference to Exhibit 4 of the
Registrant's Post-Effective Amendment No. 1 to Registration
Statement on Form S-8 (No. 333-04635) filed May 22, 1998.
5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.
(filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
(contained in Exhibit 5).
23.3 Acknowledgment of Ernst & Young LLP (filed herewith).
2
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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 the City of Charlotte, State of North Carolina, on the 21st day
of May, 1998.
GLENAYRE TECHNOLOGIES, INC.
By: /s/ Stanley Ciepcielinski
---------------------------------
Stanley Ciepcielinski
Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Signature Capacity Date
/s/ Ramon D. Ardizzone May 21, 1998
- ----------------------------- Chairman of the Board
Ramon D. Ardizzone and Director
/s/ Gary B. Smith May 21, 1998
- ----------------------------- President, Chief Executive
Gary B. Smith Officer (Principal Executive
Officer) and Director
/s/ Stanley Ciepcielinski May 21, 1998
- ----------------------------- Executive Vice President,
Stanley Ciepcielinski Chief Financial Officer (Principal
Financial Officer), Treasurer and
Director
/s/ Clarke H. Bailey Director May 21, 1998
- -----------------------------
Clarke H. Bailey
/s/ Donald S. Bates Director May 21, 1998
- -----------------------------
Donald S. Bates
/s/ Peter W. Gilson Director May 21, 1998
- -----------------------------
Peter W. Gilson
/s/ John J. Hurley Director May 21, 1998
- -----------------------------
John J. Hurley
/s/ Stephen P. Kelbley Director May 21, 1998
- -----------------------------
Stephen P. Kelbley
/s/ Horace H. Sibley Director May 21, 1998
- -----------------------------
Horace H. Sibley
/s/ Billy C. Layton May 21, 1998
- ----------------------------- Vice President, Controller
Billy C. Layton and Chief Accounting Officer
(Principal Accounting Officer)
3
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
GLENAYRE TECHNOLOGIES, INC.
Commission File Number 0-15761
EXHIBIT INDEX
Exhibit Description
4 Glenayre 1996 Incentive Stock Plan, as amended, is incorporated
herein by reference to Exhibit 4 of the Registrant's
Post-Effective Amendment No. 1 to Registration Statement on
Form S-8 (No. 333-04635) filed May 22, 1998.
5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P. (filed
herewith).
23.1 Consent of Ernest & Young LLP (filed herewith).
23.2 Consent of Kennedy Covington Lobdell & Hickman, LLP (contained
in Exhibit 5).
23.3 Acknowledgment of Ernst & Young LLP (filed herewith).
4
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Exhibit 5
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
ATTORNEYS AT LAW
NationsBank Corporate Center
100 North Tryon Street
Suite 4200
Charlotte, North Carolina 28202-4006 Other Offices:
Telephone 704/331-7400 Raleigh, North Carolina
Facsimile 704/331-7598 Rock Hill, South Carolina
June 8, 1998
Glenayre Technologies, Inc.
5935 Carnegie Boulevard
Charlotte, NC 28209
Dear Gentlemen:
You have requested our opinion in connection with the registration
under the Securities Act of 1933, as amended, of 2,200,000 shares of the $.02
par value Common Stock (the Common Stock) of Glenayre Technologies, Inc. (the
Company), a Delaware corporation, by the Registration Statement on Form S-8 (the
Registration Statement), to be filed by you with the Securities and Exchange
Commission in connection with the amendment to the Glenayre 1996 Incentive Stock
Plan, as amended (the Plan), to increase by 2,200,000 the number of shares
available for issuance thereunder.
We have made such investigations of law, examined original copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments, and
received such statements from officers and representatives of the Company, as we
have deemed necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the 2,200,000
shares of the Common Stock covered by the Registration Statement have been duly
and validly authorized and will be validly issued, fully paid and nonassessable
when issued in accordance with the Plan and receipt by the Company of the
consideration therefor.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the registration of 2,200,000 shares of Common Stock
under the Glenayre 1996 Incentive Stock Plan of our report dated January 30,
1998, with respect to the consolidated financial statements and schedules of
Glenayre Technologies, Inc. included in its Annual Report (Form 10-K) for the
year ended December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Charlotte, North Carolina
June 9, 1998
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Exhibit 23.3
June 9, 1998
To the Board of Directors and Stockholders of
Glenayre Technologies, Inc.
Charlotte, North Carolina
We are aware of the incorporation by reference in the Registration Statement on
Form S-8 of Glenayre Technologies, Inc. for the registration of 2,200,000 shares
of its Common Stock under the Glenayre 1996 Incentive Stock Plan of our report
dated April 17, 1998, relating to the unaudited condensed consolidated interim
financial statements of Glenayre Technologies, Inc. that are included in its
Form 10-Q for the quarter ended March 31, 1998.
Very truly yours,
Ernest & Young, LLP
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