As filed with the Securities and Exchange Commission on
September 26, 2000.
Registration No. [ ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MICRONETICS WIRELESS, INC
(Exact name of registrant as specified in its charter)
Delaware 22-2063614
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
22 Hampshire Drive, Hudson NH 03051
(Address of principal executive offices) (Zip Code)
First Amended and Restated
1996 Stock Option Plan
(Full title of the plan)
Richard S. Kalin, Esq.
One Penn Plaza, Suite 1425, New York, NY 10119
(Name and address of agent for service)
(212) 239-8900
(Telephone number, including area code, of agent for service)
41: <TABLE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each maximum maximum
class of secur- Amount offering aggregate Amount of the
ities to be to be price per offering registration
registered registered(1) share(2) price(2) fee
<S> <C> <C> <C> <C>
Common Stock, 600,000 $7.953 $4,771,800 $1,259.76
par value $.01
per share, reserved
for future issuances
pursuant to the 1996
Stock Option Plan
(1) The number of shares stated is the aggregate number of shares
of Common Stock to be issued upon exercise of options granted
or to be granted under the First Amended and Restated 1996
Stock Option Plan (the "Plan") that are covered by this
Registration Statement.
(2) Estimated in accordance with Rule 457(c) and 457(h)
promulgated under the Securities Act of 1933, solely for the
purpose of calculating the registration fee and based upon the
average of the bid and asked price of the Common Stock as
reported by Nasdaq on September 22, 2000 as to options to be
granted under the Plan.
</TABLE>
The contents of Registration Statement No. 333-48087 filed on
Form S-8 with the U.S. Securities Exchange Commission (the
Commission") on March 17, 1998 are hereby incorporated by
reference herein with such modifications as are set forth below.
An amendment to the Plan authorized by the Board of Directors
of Micronetics Wireless, Inc. (the Company" or the Registrant")
on December 15, 1999 and June 22, 2000 and approved by the
Company's shareholders on September 7, 2000, increased the number
of shares of the Company's Common Stock authorized for issuance
under the Plan from 300,000 shares to 900,000 shares.
Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the
Company, a Delaware Corporation, pursuant to the Securities
Exchange Act of 1934, as amended (the Exchange Act"), are
incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-KSB for its Fiscal
Year ended March 31, 2000.
(b) the Company's Quarterly Report on Form 10-QSB for its
quarterly period ended June 30, 2000.
(c) the description of the Common Stock set forth in the
Company's Registration Statement on Form S-1, filed on
August 12, 1987 (Registration No. 33-16453) and any
amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be
incorporated by reference in 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 other
subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock included in this Registration
Statement has been passed upon for the Company by Kalin &
Associates, P.C., New York, NY. Richard S. Kalin, the principal of
such firm is the President, CEO and a director of the Company and,
as of the date of this Registration Statement, owns 1,151,460
shares of Common Stock which includes (i) options to purchase
175,000 shares of Common Stock (ii) 437,225 shares of Common Stock
and options to purchase 9,375 shares of Common Stock owned by his
wife and (iii) 10,000 shares of Common Stock owned by his minor son
as to which he disclaims beneficial ownership.
Item 6. Indemnification of Directors and Officers.
Incorporated by reference to Item 14 of Part II of the
Registrant Statement on Form S-1 (Registration No. 33-16453) filed
on August 12, 1987.
Item 8. Exhibits.
Exhibit No. Description
5.1 Opinion of Kalin and Associates, P.C.
23.1 Consent of Trochiano & Daszkowski LLP
23.2 Consent of Paul C. Roberts, C.P.A.
23.3 Consent of Kalin and Associates, P.C.
(included in Exhibit 5.1)
99.1 First Amended and Restated 1996 Stock Option Plan
Item 9. Undertakings.
The Registrant hereby undertakes:
(i) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in the Registration Statement;
(ii) That, for the purpose of determining any liability under
the Securities Act of 1933, each 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;
(iii) 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;
(iv) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrants's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by
reference in this 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.
<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 registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York,
State of New York, on September 22, 2000.
MICRONETICS WIRELESS, INC.
By:/s/Richard S. Kalin
Richard S. Kalin, 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 dates indicated.
Signature Title Date
/s/Richard S. Kalin Director and September 22, 2000
Richard S. Kalin President (Principal
Executive Officer)
/s/David Siegel Chairman of the September 22, 2000
David Siegel Board of Directors
and Director
/s/Barbara Mierisch Director September 22, 2000
Barbara Mierisch
/s/Douglas A. Cook Vice President-Finance September 22, 2000
Douglas A. Cook (Principal Financial
Officer)
<PAGE>
EXHIBIT INDEX
5.1 Opinion of Kalin and Associates, P.C.
23.1 Consent of Trochiano & Daszkowski LLP
23.2 Consent of Paul C. Roberts, C.P.A.
23.3 Consent of Kalin and Associates, P.C. is contained in
Exhibit 5.1 to this Registration Statement
99.1 First Amended and Restated 1996 Stock Option Plan
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