<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 5, 1998.
REGISTRATION NO. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DIGITAL MICROWAVE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 77-0016028
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
170 ROSE ORCHARD WAY, SAN JOSE, CA 95134
(Address of Principal Executive Offices) (Zip Code)
MAS TECHNOLOGY LIMITED 1997 STOCK OPTION PLAN
(Full Title of the Plans)
CHARLES D. KISSNER
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
DIGITAL MICROWAVE CORPORATION
170 ROSE ORCHARD WAY
SAN JOSE, CA 95134
(Name and Address of Agent For Service)
408/943-0777
(Telephone Number, Including Area Code,
of Agent For Service)
With a copy to:
Bruce Alan Mann, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105
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<PAGE>
Calculation of Registration Fee
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Proposed
Proposed Maximum Maximum
Title of Securities Number of Shares Offering Price Per Aggregate Amount of
to be Registered to be Registered Share Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 53,918 $4.2345* $228,316 $63.47
- -------------------------------------------------------------------------------------------------
</TABLE>
* Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933 on the basis of the average of the high and low price per
share of Digital Microwave Corporation's Common Stock on the Nasdaq National
Market on October 29, 1998.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8 under the Securities Act
of 1933, as amended (the "Securities Act"), this Registration Statement is filed
for the purpose of registering additional securities of the same class as those
registered under the currently effective Registration Statement on Form S-8
(Registration No. 333-45053) relating to the MAS Technology Limited 1997 Stock
Option Plan (the "Plan") of MAS Technology Limited, a wholly owned subsidiary of
Digital Microwave Corporation (the "Registrant") and the contents of that
Registration Statement, including any future amendments thereto or subsequent
filings incorporated therein by reference, are incorporated herein by this
reference. The additional securities registered hereby consist of 53,918
shares of the Registrant's Common Stock, par value $0.01 per share, which are
reserved for issuance to participants under the Plan.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission (the "SEC").
(a) The Registrant's latest prospectus filed pursuant to Rule 424(b)
under the Act on September 9, 1998.
(b) The Registrant's latest Annual Report on Form 10-K and on
Form 10-K/A for the fiscal year ended March 31, 1998, filed with
the SEC on June 29, 1998 and July 20, 1998, respectively,
pursuant to Section 13(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1998 filed with the SEC on August 14,
1998, pursuant to Section 13(a) of the Exchange Act.
(d) The Registrant's Current Reports on Form 8-K dated April 3, 1998,
July 23, 1998 and October 20, 1998, each filed pursuant to
Section 13(a) of the Exchange Act.
(e) The Registrant's Registration Statement No. 0-15895 on Form 8-A
filed with the SEC on May 22, 1987, in which there is described
the terms, rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Registration Statement 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
II-1
<PAGE>
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS
Exhibit No. Description
- ----------- -----------
5.1 Opinion of Morrison & Foerster LLP as to the legality of the
securities being registered.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Morrison & Foerster LLP (contained in the opinion of
counsel filed as Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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 San Jose, State of California, on November 5, 1998.
DIGITAL MICROWAVE CORPORATION
By: /s/ CHARLES D. KISSNER
-----------------------------------
Charles D. Kissner
Chairman of the Board and Chief
Executive Officer
II-2
<PAGE>
POWER OF ATTORNEY AND ADDITIONAL SIGNATURES
Each person whose signature appears below constitutes and appoints
Charles D. Kissner and Carl A. Thomsen, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do so and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitutes, may lawfully do or
cause to be done by virtue thereof.
Further, 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
- ------------------------ ----------------------------- -------------------
/s/ CHARLES D. KISSNER
- ------------------------
Charles D. Kissner Chairman of the Board and November 5, 1998
Chief Executive Officer
/s/ RICHARD C. ALBERDING
- ------------------------
Richard C. Alberding Director November 5, 1998
/s/ PAUL S. BACHOW
- ------------------------
Paul S. Bachow Director November 5, 1998
/s/ JOHN W. COMBS
- ------------------------
John W. Combs Director November 5, 1998
/s/ CLIFFORD H. HIGGERSON
- ------------------------
Clifford H. Higgerson Director November 5, 1998
/s/ JAMES D. MEINDL
- ------------------------
James D. Meindl Director November 5, 1998
/s/ V. FRANK MENDICINO
- ------------------------
V. Frank Mendicino Director November 5, 1998
II-3
<PAGE>
/s/ BILLY B. OLIVER
- ------------------------
Billy B. Oliver Director November 5, 1998
- ------------------------
Howard Oringer Director November __, 1998
/s/ CARL A. THOMSEN
- ------------------------
Carl A. Thomsen Vice President, Chief November 5, 1998
Financial Officer and
Secretary (Principal Financial
and Accounting Officer)
II-4
<PAGE>
EXHIBIT 5.1
November 4, 1998
Digital Microwave Corporation
170 Rose Orchard Way
San Jose, California 95134
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 to be filed by Digital Microwave Corporation, a Delaware corporation (the
"Company"), with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of 53,918
additional shares of the Company's Common Stock, $0.01 par value (the "Common
Stock").
As counsel to the Company, we have examined the proceedings taken by
the Company in connection with the issuance of the 53,918 additional shares of
the Common Stock to be reserved for issuance under the MAS Technology Limited
1997 Stock Option Plan, as MAS Technology Limited is a wholly owned subsidiary
of the Company.
It is our opinion that the 53,918 shares of Common Stock which may
be issued and sold by the Company, when issued and sold in the manner referred
to in the Registration Statement, will be legally and validly issued, fully paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to us in the
Registration Statement and any further amendments thereto.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated April 21, 1998
included in or incorporated by reference in Digital Microwave Corporation's
Form 10-K for the year ended March 31, 1998.
/s/ ARTHUR ANDERSEN LLP
San Jose, California
November 4, 1998
