Registration No. 333-_______
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-8
--------------
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
5935 Carnegie Boulevard
Charlotte, North Carolina 28209
(Address of principal executive offices) (Zip Code)
GLENAYRE TECHNOLOGIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
--------------
STANLEY CIEPCIELINSKI
EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER
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.
BANK OF AMERICA CORPORATE CENTER, SUITE 4200
100 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28202-4006
<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 share(1) offering price(1) fee
- -------------------------------------- --------------------- ------------------------- ------------------------- -------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.02 par value 1,500,000 shares $3.48 $5,220,000.00 $1,451.16
- -------------------------------------- --------------------- ------------------------- ------------------------- -------------------
</TABLE>
- --------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h)(1) on the basis of $3.48 per share, the
average of the high and low prices for the Common Stock on June 16, 1999 as
reported in The Nasdaq Stock Market.
1
<PAGE>
EXPLANATORY NOTE
This Registration Statement relates to the amendment to the Glenayre
Technologies, Inc. Employee Stock Purchase Plan to increase by 1,500,000 the
number of shares of $.02 par value 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 4, 6, 7 and 9, of the
Registration Statement on Form S-8 (No. 33-68766), filed by the Registrant on
September 14, 1993 relating to the Glenayre Technologies, Inc. Employee Stock
Purchase Plan.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Glenayre Technologies, Inc.
(the "Company") with the Securities and Exchange Commission (Commission file
number 0-15761) and are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
(b) (i) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.
(ii)The Company's Current Reports on Form 8-K dated January 14,
1999 and May 19, 1999.
(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, as amended 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.
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 Company by Kennedy
Covington Lobdell & Hickman, L.L.P., Bank of America Corporate Center, Suite
4200, 100 North Tryon Street, Charlotte, North Carolina 28202. At June 9, 1999,
partners and associates of Kennedy Covington Lobdell & Hickman, L.L.P. and their
spouses and minor children owned beneficially an aggregate of 8,965 shares of
the Common Stock of the Company and options to purchase 115,000 shares of the
Common Stock of the Company.
ITEM 8. EXHIBITS.
4 Glenayre Technologies, Inc. Employee Stock Purchase Plan, as
amended (filed herewith).
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
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 June 17, 1999.
GLENAYRE TECHNOLOGIES, INC.
By: /s/ Stanley Ciepcielinski
---------------------------
Stanley Ciepcielinski
Executive Vice President,
Chief Operating Officer 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 Company and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C> <C>
/s/ Ramon D. Ardizzone President, Chief Executive Officer June 17, 1999
- ---------------------------------------- (Principal Executive Officer), Chairman
Ramon D. Ardizzone of the Board and Director
/s/ Stanley Ciepcielinski Executive Vice President, Chief Operating June 17, 1999
- ---------------------------------------- Officer, Chief Financial Officer (Principal
Stanley Ciepcielinski Financial Officer), Treasurer and
Director
/s/ Clarke H. Bailey Director June 17, 1999
- ----------------------------------------
Clarke H. Bailey
/s/ Donald S. Bates Director June 17, 1999
- ----------------------------------------
Donald S. Bates
/s/ Peter W. Gilson
- ----------------------------------------- Director June 17, 1999
Peter W. Gilson
/s/ John J. Hurley Director June 17, 1999
- ----------------------------------------
John J. Hurley
/s/ Thomas C. Israel Director June 17, 1999
- ----------------------------------------
Thomas C. Israel
/s/ Stephen P. Kelbley Director June 17, 1999
- ----------------------------------------
Stephen P. Kelbley
/s/ Anthony N. Pritzker Director June 17, 1999
- ----------------------------------------
Anthony N. Pritzker
/s/ Horace H. Sibley Director June 17, 1999
- ----------------------------------------
Horace H. Sibley
/s/ Billy C. Layton Vice President, Controller, Secretary June 17, 1999
- ---------------------------------------- and Chief Accounting Officer
Billy C. Layton (Principal Accounting Officer)
</TABLE>
3
<PAGE>
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 Technologies, Inc. Employee Stock Purchase Plan, as
amended (filed herewith).
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, LLP
(contained in Exhibit 5).
23.3 Acknowledgment of Ernst & Young LLP (filed herewith).
4
EXHIBIT 4
GLENAYRE TECHNOLOGIES, INC.
--------------------------
EMPLOYEE STOCK PURCHASE PLAN
----------------------------
(AS AMENDED EFFECTIVE MAY 25, 1999)
<PAGE>
GLENAYRE TECHNOLOGIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED EFFECTIVE MAY 25, 1999)
PAGE #
ARTICLE I -DEFINITIONS..................................................1
(a) "Associated Company"..................................1
(b) "Balance of Contributions"............................1
(c) "Board"...............................................1
(d) "Compensation Committee"..............................1
(e) "Employee"............................................1
(f) "Glenayre"............................................1
(g) "Glenayre Common Shares"..............................1
(h) "Market Price"........................................1
(i) "Member"..............................................1
(j) "NASDAQ"..............................................1
(k) "Participating Company"...............................2
(l) "Plan"................................................2
(m) "Plan Committee"......................................2
(n) "Purchase Price"......................................2
(o) "Salary"..............................................2
(p) "Service".............................................2
(q) "Six-Month Period"....................................2
ARTICLE II -GENERAL.....................................................2
ARTICLE III -MEMBERSHIP.................................................3
<PAGE>
ARTICLE IV -CONTRIBUTIONS...............................................4
ARTICLE V -ACCOUNTS.....................................................5
ARTICLE VI -PRICE.......................................................6
ARTICLE VII -PURCHASES..................................................6
ARTICLE VIII -ADMINISTRATION OF THE PLAN................................7
ARTICLE IX -OTHER COMPANIES.............................................8
ARTICLE X -AMENDMENT AND TERMINATION....................................9
ARTICLE XI -MISCELLANEOUS...............................................9
<PAGE>
GLENAYRE TECHNOLOGIES, INC.
---------------------------
EMPLOYEE STOCK PURCHASE PLAN
-----------------------------
(AS AMENDED EFFECTIVE MAY 25, 1999)
ARTICLE I - DEFINITIONS
As used herein:
(a) "Associated Company" means any company in which Glenayre has a 50% or
greater share interest, directly or indirectly, through one or more
intermediaries.
(b) "Balance of Contributions" means at any time that amount which is the
sum of the aggregate amount of contributions made by a Member pursuant
to Paragraphs 1 and 2 of Article IV, during the Six-Month Period
current at the time of determination, and any amount carried forward
from a previous Six-Month Period pursuant to Subclause 1(a)(i) or
Subparagraph 1(b) of Article VII.
(c) "Board" means the Board of Directors of Glenayre or any Committee
appointed by the Board of Directors to administer the Plan.
(d) "Compensation Committee" means the committee appointed by the Board
that has responsibility for appointing the Plan Committee as well as
overall responsibility for all compensation matters of Glenayre.
(e) "Employee" means any person employed on a permanent full-time basis
(per the respective company's facility policy) by a Participating
Company.
(f) "Glenayre" means Glenayre Technologies, Inc., a company incorporated
under the laws of Delaware.
(g) "Glenayre Common Shares" means common shares in the capital of
Glenayre.
(h) "Market Price" means the average of the market closing quoted sale
prices of Glenayre Common Shares on NASDAQ for the last five (5)
trading days before the day on which the Market Price is to be
determined. If there is no sale of Glenayre Common Shares on any such
day, then the average of the bid and ask prices for Glenayre Common
Shares on such day should be included. If Glenayre Common Shares are no
longer quoted on the NASDAQ system, then the Plan Committee shall have
the authority to specify the method for determining the Market Price of
Glenayre Common Shares.
(i) "Member" means any person who is currently participating in this Plan
under the terms of Article III hereof.
(j) "NASDAQ" means the National Association of Securities Dealers, Inc.
Automated Quotation System.
1
<PAGE>
(k) "Participating Company" means Glenayre or any Associated Company which
has adopted the Plan pursuant to Article IX hereof, until such time as
that company ceases to be a participant in accordance with Article IX
hereof.
(l) "Plan" means the Glenayre Technologies, Inc. Employee Stock Purchase
Plan as set forth herein or as hereinafter amended.
(m) "Plan Committee" means the committee appointed by the Compensation
Committee of the Board that is responsible for the administration of
the Plan. The Plan Committee shall consist of not less than three (3)
and not more than five (5) persons.
(n) "Purchase Price" means the price established pursuant to Article VI for
the purchase of Glenayre Common Shares in a particular Six-Month
Period.
(o) "Salary" means the base salary paid to an Employee by a Participating
Company for personal services rendered by him as an Employee of such
Participating Company, including vacation pay as earned under the
Participating Company's vacation policy applicable to all employees,
but not including bonuses, commissions, overtime pay, living or other
allowances, reimbursements or special payments, or any contributions or
benefits under any plan of current or deferred compensation adopted by
a Participating Company.
(p) "Service" as of any date means the continuous period ending on such
date during which a person has been an Employee.
(q) "Six-Month Period" means the six calendar month period beginning on
each January 1 and July 1.
Except as otherwise expressly provided, the masculine gender includes the
feminine, and the singular number includes the plural.
ARTICLE II - GENERAL
The purpose of the Plan is to enable Employees to acquire Glenayre Common Shares
through payroll deductions in order to attract and retain persons of ability as
Employees of Glenayre and its Associated Companies and to motivate such
Employees to exert their best efforts on behalf of Glenayre and any Associated
Company.
The Board has established the number of Glenayre Common Shares available for the
Plan at 2,006,250 shares and such shares are hereby conditionally allotted and
shall be reserved for issuance to Employees pursuant to the terms contained
herein. The Board may, subject to compliance with all regulatory requirements,
from time to time increase the number of Glenayre Common Shares available for
purchase under the Plan, provided that the aggregate number of Glenayre Common
Shares reserved for issuance pursuant to the Plan or pursuant to any other
employee share option or share purchase plan, shall at no time exceed 10% of the
number of Glenayre Common Shares then outstanding.
2
<PAGE>
ARTICLE III - MEMBERSHIP
1. Eligibility for Membership
Each Employee who is employed by a Participating Company as of the first day of
any Six-Month Period shall be eligible to become a Member on such day or on the
first day of any Six-Month Period thereafter. Membership shall be voluntary.
In accordance with Internal Revenue Code Section 423, no grants under the Plan
will be allowed to any owners of 5 percent or more of the total combined voting
power or value of all classes of stock of Glenayre or an Associated Company.
2. Application for Membership
An Employee who is eligible to participate in the Plan may apply for
participation in it. Such application for participation shall be in writing or
made by such telephonic, electronic or other means as the Plan Committee may
approve for purposes of the Plan. Each application shall contain the Employee's
agreement to the effect that he:
(a) applies for membership in the Plan, and
(b) agrees to be bound by all the terms and conditions of the Plan.
An Employee's membership in the Plan shall commence upon acceptance of his
application by Glenayre as of the commencement of the next Six-Month Period.
3. Termination of a Membership
A person shall cease to be a Member upon the happening of any of the following
events:
(a) A person shall cease to be a Member whenever he ceases to be
an Employee for any reason including his retirement, permanent
disability or death.
(b) An Employee shall cease to be a Member at any time during a
Six-Month Period in which he is participating in the Plan by
giving ten (10) days' notice to the Plan Committee of his
intention to withdraw from the Plan; provided, however, no
withdrawals may be made during the final thirty-one (31) days
of a Six-Month Period. Such withdrawal notice shall be in
writing or made by such telephonic, electronic or other means
as the Plan Committee may approve for purposes of the Plan.
(c) A person shall cease to be a Member if:
(i) the company by which he is employed ceases to be a
Participating Company, unless he immediately becomes
an Employee of another Participating Company, or
(ii) this Plan terminates or is terminated.
3
<PAGE>
4. Payment of Balance of Contributions upon Termination
A person whose membership has been terminated pursuant to Paragraph 3 of this
Article shall receive his Balance of Contributions as soon as practicable after
the date of such termination from Glenayre, payable by check or such other means
as the Plan Committee may approve for purposes of the Plan.
5. Renewal of Membership
A person whose membership has been terminated may renew his membership as
follows:
(a) A person whose membership has been terminated and whose
Service has been interrupted may apply for membership in
accordance with Paragraph 2 of this Article when he is again
eligible under Paragraph 1 of this Article.
(b) An Employee whose membership has been terminated pursuant to
Subparagraph 3(b) of this Article but whose Service has not
been interrupted may apply for membership in accordance with
Paragraph 2 of this Article at the commencement of the next
Six-Month Period following such termination.
ARTICLE IV - CONTRIBUTIONS
1. Contributions by Members
Any Member may contribute on a monthly basis in any Six-Month Period toward the
purchase of Glenayre Common Shares for his account under the Plan, an amount
which shall not exceed 10% of his Salary during each month. Provided, however,
that:
(a) in the case of a Member whose Salary is paid in United States
currency his contribution shall be not less than $20.00 USD
during such month, or
(b) in the case of a Member whose Salary is paid in any currency
other than that of the United States his contribution during
such month shall be not less than an amount in the currency in
which he is paid approximately equivalent to $20.00 USD.
2. Payroll Deductions
(a) All contributions to the Plan must be made through monthly
payroll deductions. A Member (or prospective Member) shall
direct such deductions to be made for a given Six-Month Period
at the time of the Member's application for membership
pursuant to Paragraph 2 of Article III. Any such direction
shall remain in effect for subsequent Six-Month Periods until
it is changed or revoked by the Member in accordance with Plan
requirements.
(b) Subject to the limitations on minimum contributions in
Paragraph 1 of this Article, a Member may direct such
deductions to be increased or decreased in
4
<PAGE>
amount prior to the commencement of any Six-Month Period by
executing and delivering to the office of the Participating
Company by which he is employed written notice to that effect
or by transmitting notice to that effect by such telephonic,
electronic or other means as the Plan Committee may approve
for purposes of the Plan, but any such notice shall not be
effective with respect to any Six-Month Period unless it is
received prior to the commencement of such period. Except as
provided in this Subparagraph or in Paragraph 3 of Article III
upon a Member's withdrawal from the Plan, a Member's
deductions for a Six-Month Period may not be changed during
the Six-Month Period.
3. Remittance of Contributions
The Participating Company shall (if not Glenayre), as soon as practicable after
the close of each calendar month, forward the Member's contribution to Glenayre
together with a statement setting forth the following information:
(a) the name of the Member,
(b) the amount of his contribution, and
(c) such additional information as the Board, Compensation
Committee or Plan Committee may require.
ARTICLE V - ACCOUNTS
1. Individual Accounts
Glenayre shall maintain a Plan account for each Member.
2. Recording of Transactions
Glenayre shall cause the account of each Member to be credited with the amount
of any contributions by such Member, and debited with the amount of such
contributions applied to purchase Glenayre Common Shares.
3. Annual Review
The operation of the Plan shall be reviewed by Glenayre's independent
accountants at least annually.
4. Statements of Account
As promptly as practicable after the close of each Six-Month Period, Glenayre
shall cause a statement to be mailed or delivered to each Member setting forth
the accounts of such Member as of the close of the Six-Month Period. Such
statement shall be deemed to be correct unless Glenayre is notified to the
contrary within thirty (30) days after it is mailed to such Member.
5
<PAGE>
ARTICLE VI - PRICE
The Purchase Price for each Glenayre Common Share to be purchased with Plan
contributions in any Six-Month Period shall be determined by the Compensation
Committee on the first day of each Six-Month Period on which the NASDAQ is open
and shall not be less than the Market Price of Glenayre Common Shares on such
day less a discount as set from time to time by the Board not to exceed the
maximum permitted discount under (a) Section 423 of the Internal Revenue Code,
(b) NASDAQ regulations or (c) applicable state business corporation law.
ARTICLE VII - PURCHASES
1. Purchase of Glenayre Common Shares
(a) If the Market Price of Glenayre Common Shares on the last day of
any Six-Month Period is:
(i) less than the Purchase Price established for that
Six-Month Period, each Member shall have the
following election:
(A) to have his Balance of Contributions to that
date retained and carried forward to the
next Six-Month Period, or
(B) to have his Balance of Contributions
refunded to him by Glenayre, in which event
Glenayre shall as soon as practicable after
receipt of such election pay to the Member
his Balance of Contributions (without
interest),
such election under Subclause (B) above to be
exercised by the Member filing with Glenayre a
completed notice or transmitting such notice to
Glenayre by such telephonic, electronic or other
means as the Plan Committee may approve, which notice
shall be effective for the Six-Month Period
commencing after the date of filing or transmission
thereof and for all subsequent Six-Month Periods
until revoked, provided that a failure to file or
transmit such notice will constitute the Member's
election to have his Balance of Contributions
retained and carried forward into the next Six-Month
Period.
(ii) equal to or greater than the Purchase Price
established for that Six-Month Period, Glenayre shall
as of the first business day following the last day
of that Six-Month Period apply the Member's Balance
of Contributions to the purchase from Glenayre of
Glenayre Common Shares at the Purchase Price
established for that Six-Month Period, and shall as
expeditiously as possible thereafter cause the
Glenayre Common Shares purchased for the Member under
the Plan to be delivered to such Member. Such
delivery may be effected by the delivery of a share
certificate to the Member, the crediting of a book
entry account established for the Member with the
number of Glenayre Common Shares purchased for the
Member or such other means as the Plan Committee may
adopt for purposes of the Plan.
6
<PAGE>
(b) Nothing shall obligate Glenayre to purchase, or the registrar
of Glenayre to issue, fractional shares, and where the
application of all of a Member's Balance of Contributions for
the purchase of Glenayre Common Shares would result in the
issuance of fractional shares, the excess of the Balance of
Contributions over the maximum amount that may be applied to
the purchase of whole Glenayre Common Shares shall be retained
in the Member's account and carried forward into the next
Six-Month Period.
(c) A Member who elects pursuant to Subclause 1(a)(i)(B) of this
Article to have his Balance of Contributions refunded to him
shall indicate, in the same notice by which such election is
exercised, whether or not he intends to participate in the
next Six-Month Period of the Plan. A failure to make any
specification shall be deemed to be the Member's election to
continue participating and the Participating Company that
employs him shall continue to make payroll deductions from the
Member's salary during the next Six-Month Period and in all
respects treat the Member as a participant in the Plan.
(d) A Member who elects to have his Balance of Contributions paid
out to him pursuant to Subclause 1(a)(i)(B) of this Article
and indicates his intention not to participate in the Plan in
the next Six-Month Period shall be permitted to apply for
membership in the Plan in accordance with Paragraph 2 of
Article III at the beginning of any subsequent Six-Month
Period.
2. Limitations on Purchases
If a Member could acquire within the same calendar year shares of stock
of Glenayre or an Associated Company under all "employee stock
ownership plans" within the meaning of Section 423(b) of the Internal
Revenue Code sponsored by Glenayre or an Associated Company (including
Glenayre Common Shares such Member would be entitled to purchase under
the Plan) having a total fair market value which exceeds $25,000, then
the maximum number of Glenayre Common Shares purchased for such Member
for a Six-Month Period shall be reduced so that such total fair market
value does not exceed $25,000. If the Plan Committee determines that a
Member may be affected by the limitation of this Paragraph, such Member
may make a special election to such Member's payroll deductions. Any
such election shall not be deemed a withdrawal from membership in the
Plan.
ARTICLE VIII - ADMINISTRATION OF THE PLAN
1. Duties and Powers
The Compensation Committee of the Board shall appoint a Plan Committee of not
less than three (3) and not more than five (5) persons. The Plan Committee shall
be responsible for the day-to-day administration of the Plan and the proper
execution of its provisions. It shall maintain all necessary books of account
and records. The Plan Committee shall be responsible for the implementation of
the Plan and the determination of all questions arising hereunder. It shall have
the power, as directed by the Compensation Committee:
7
<PAGE>
(a) to establish, interpret, enforce, amend and revoke from time
to time, such rules and regulations for the administration of
the Plan and the conduct of its operations as it deems
appropriate, provided such rules and regulations are uniformly
applicable to all persons similarly situated, and
(b) to retain such counsel and employ such accounting, clerical
and other assistance as in its judgment may from time to time
be required.
Any action which the Plan Committee is required or authorized to take shall be
final and binding upon each and every person who is or may become interested in
the Plan.
2. Expenses
The expenses of administering the Plan shall be paid by the Participating
Companies on an allocated basis calculated on an annual basis by the Plan
Committee using the pro rata Member ratio to the total number of Members.
ARTICLE IX - OTHER COMPANIES
1. Additional Companies
Any Associated Company may, with the consent of the Board, and provided that the
issue of Glenayre Common Shares to employees of the Associated Company may be
effected without any filing of an additional prospectus or registration under
applicable securities laws, become a Participating Company and shall become one
upon its delivering to the Board a certified copy of a resolution duly adopted
by its board of directors to the effect that it:
(a) adopts the Plan as then in effect or thereafter amended, and
(b) consents to have the Plan administered by the Plan Committee as
constituted from time to time.
2. Withdrawal
Any company which is a Participating Company, other than Glenayre, may cease to
be a Participating Company at any time and shall cease to be one upon delivering
to the Board a certified copy of a resolution to that effect duly adopted by its
board of directors.
3. Divestiture
If Glenayre ceases to have, either directly or indirectly through one or more
intermediaries, a share interest in any company which is a Participating Company
hereunder, such company shall cease to be a Participating Company as of the date
on which Glenayre ceased to have such an interest.
8
<PAGE>
ARTICLE X - AMENDMENT AND TERMINATION
1. Amendment
Glenayre reserves the right to amend the Plan in whole or in part at any time
and from time to time. It shall promptly notify all Participating Companies of
any such amendment. Any such amendment may be given retroactive effect, but may
not deprive any Member or his legal representative without their consent of any
contributions or Glenayre Common Shares held by Glenayre, the Transfer Agent, or
a Participating Company for his account at the time of such amendment.
2. Termination
Glenayre reserves the right to terminate the Plan at any time.
3. Effect of Termination
Upon the termination of the Plan, the membership of every Member shall terminate
and Glenayre shall, upon the election of each person who was a Member at the
time of such termination using a form established by the Plan Committee:
(a) pay to such person, within twenty (20) days, by check his
Balance of Contributions without interest, or
(b) apply such person's Balance of Contributions to the purchase
of Glenayre Common Shares at a price equivalent to the
Purchase Price established for the Six-Month Period in which
such termination occurs, and shall as expeditiously as
possible thereafter cause the Glenayre Common Shares purchased
for the person under the Plan to be delivered to him.
If such person fails to notify Glenayre of his election within five (5) days of
such termination Glenayre shall be entitled to pay him his Balance of
Contributions without interest.
ARTICLE XI - MISCELLANEOUS
1. Effect of Certain Transactions
The number of Glenayre Common Shares reserved for issuance under the Plan
pursuant to Article III and the Purchase Price established for a Six-Month
Period shall be appropriately adjusted to reflect any increase or decrease in
the number of issued Glenayre Common Shares resulting from a stock split, a
consolidation of shares, the payment of a stock dividend or any other capital
adjustment affecting the number of issued Glenayre Common Shares. In the event
that issued and outstanding Glenayre Common Shares shall be changed into or
exchanged for a different number or kind of shares of stock or other securities
of Glenayre or another corporation, whether through reorganization,
recapitalization, merger, consolidation or otherwise, then there shall be
substituted for each Glenayre Common Share reserved for issuance under the Plan
but not yet purchased for Members, the number and kind of shares of stock or
other securities into
9
<PAGE>
which each outstanding Glenayre Common Share shall be so changed or for which
each such Glenayre Common Share shall be exchanged.
The foregoing adjustments and the manner of application of the foregoing
provisions shall be determined by the Plan Committee in its sole discretion. Any
such adjustment may provide for the elimination of any fractional share which
might otherwise be reserved for issuance or issued under the Plan.
2. Non-assignability
No right or interest of any Member under the Plan, or in any assets or Glenayre
Common Shares held by Glenayre, the transfer agent for Glenayre Common Shares or
any Participating Company for his account shall be assignable or transferable in
whole or in part, either directly, by operation of law or otherwise, except
through devolution by death or incompetency, and no right or interest of any
Member under the Plan or in such assets shall be liable for or subject to any
obligation or liability of such Member.
3. Right to Continued Employment
Nothing in the Plan shall be construed as giving any Employee the right to be
retained in the employ of any Participating Company or any right to any payment
whatsoever except to the extent of the benefits provided for by the Plan. Each
Participating Company expressly reserves the right to dismiss any Employee at
any time without liability for the effect which such dismissal might have upon
him as a Member of the Plan.
4. Registration
No Glenayre Common Shares shall be issued for purposes of the Plan until such
shares have been authorized for listing on each stock exchange on which such
shares are required to be listed, nor may Glenayre Common Shares be offered
under the Plan in jurisdictions in which registration of the Plan or Glenayre or
the filing of a prospectus in respect thereof is required, unless Glenayre
elects to effect such registration or filing, and thereafter until such
registration or filing has been effected.
5. Construction
The Plan shall be governed by and construed in accordance with the laws of the
State of Delaware.
10
EXHIBIT 5
<TABLE>
<CAPTION>
<S> <C> <C>
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
ATTORNEYS AT LAW
Bank of America 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
</TABLE>
June 17, 1999
Glenayre Technologies, Inc.
5935 Carnegie Boulevard
Charlotte, NC 28209
Gentlemen:
You have requested our opinion in connection with the registration
under the Securities Act of 1933, as amended, of 1,500,000 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 Technologies, Inc.
Employee Stock Purchase Plan, as amended (the Plan), to increase by 1,500,000
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 1,500,000
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 of not less than the par value of the Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
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 1,500,000 shares of Common Stock
under the Glenayre Technologies, Inc. Employee Stock Purchase Plan of our report
dated February 15, 1999, 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, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Charlotte, North Carolina
June 17, 1999
Exhibit 23.3
June 17, 1999
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 1,500,000 shares
of its Common Stock under the Glenayre Technologies, Inc. Employee Stock
Purchase Plan of our report dated April 22, 1999, 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, 1999.
Very truly yours,
Ernst & Young, LLP
