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As filed with the Securities and Exchange Commission on December 15, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SYMMETRICOM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 95-1906306
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2300 ORCHARD PARKWAY
SAN JOSE, CALIFORNIA 95131-1017
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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1990 EMPLOYEE STOCK PLAN
EMPLOYEE STOCK PURCHASE PLAN (SOMETIMES REFERRED TO AS THE "1994
EMPLOYEE STOCK PURCHASE PLAN")
(FULL TITLE OF THE PLANS)
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THOMAS W. STEIPP
CHIEF FINANCIAL OFFICER
SYMMETRICOM, INC
2300 ORCHARD PARKWAY
SAN JOSE, CALIFORNIA 95131-1017
(408) 943-9403
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
FRANCIS S. CURRIE, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
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<S> <C> <C> <C> <C>
1990 Employee Stock Plan:
Common Stock, no par value................. 473,169 $5.66 (1) $2,678,137 (1) $ 750
- ---------------------------------------------------------------------------------------------------------------
Employee Stock Purchase Plan:
Common Stock, no par value................. 400,000 $4.81 (2) $1,924,000 (2) $ 540
- ---------------------------------------------------------------------------------------------------------------
TOTALS 873,169 $4,602,137 $1,290
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(1) Estimated in accordance with Rules 457(c) and 457(h) under the Securities
Act of 1933, as amended (the "Securities Act"), solely for the purpose of
calculating the registration fee. The computation is based upon the average
of the high and low prices as reported on the Nasdaq National Market on
December 9, 1998. The indicated number of shares to be registered represents
additional shares issuable under the listed plan that are not covered by
prior registration statements. Additional shares issued or issuable pursuant
to the listed plan are covered by the following prior registration
statements filed pursuant to the Securities Act: Nos. 333-47369, 33-38384,
33-56042, 333-00333, 333-21815 and 333-47369.
(2) Estimated in accordance with Rules 457(c) and 457(h) under the Securities
Act solely for the purpose of calculating the registration fee. The
computation was based upon 85% of the average high and low prices as
reported on the Nasdaq National Market on December 9, 1998. The indicated
number of shares to be registered represents additional shares issuable
under the listed plan that are not covered by prior registration statements.
Additional shares issued or issuable pursuant to the listed plan are covered
by the following prior registration statements filed pursuant to the
Securities Act: No. 033-57153.
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STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES.
The Registrant previously filed a Registration Statement on Form S-8 with
the Securities and Exchange Commission on or about March 5, 1998 (SEC File No.
333-47369) registering shares issuable under its 1990 Employee Stock Plan (such
plan, the "1990 Plan" and such registration statement, the "Stock Plan S-8").
This Registration Statement registers additional shares of the Registrant's
Common Stock to be issued pursuant to the 1990 Plan. The Registrant also
previously filed a Registration Statement on Form S-8 with the Securities and
Exchange Commission on or about January 4, 1995 (SEC File No. 033-57163)
registering shares issuable under its Employee Stock Purchase Plan (such plan,
the "1994 ESPP" and such registration statement, the "ESPP S-8"). This
Registration Statement also registers additional shares of the Registrant's
Common Stock to be issued pursuant to the 1994 ESPP. The contents of both the
Stock Plan S-8 and the ESPP S-8, including periodic reports that the Registrant
filed, or to be filed, after such Forms S-8 to maintain current information
about the Registrant, are hereby incorporated by reference into this
Registration Statement pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
5.1 Opinion of counsel as to legality of Securities being registered.
10.4 The 1990 Employee Stock Plan is incorporated herein by reference to
Exhibit 10.4 filed with the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1998.
10.6 The Employee Stock Purchase Plan is incorporated herein by reference to
the Exhibits to the 1998 Definitive Proxy Materials filed with the
Securities Exchange Commission on October 5, 1998.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-2).
II-1
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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 San Jose, State of California on December 15, 1998.
SYMMETRICOM, INC.
By: /s/ Thomas W. Steipp
--------------------------------
Thomas W. Steipp
Chief Executive Officer and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas W. Steipp and Mary A. Rorabaugh,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact, or his or her substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
Chief Executive Officer, Chief
Financial Officer and Director
(principal executive officer and December 15, 1998
/s/ Thomas W. Steipp principal financial and accounting
- ----------------------------------------- officer)
Thomas W. Steipp
/s/ Richard W. Oliver Chairman of the Board December 15, 1998
- -----------------------------------------
Richard W. Oliver
/s/ Robert M. Neumeister Jr.
- ----------------------------------------- Director December 15, 1998
Robert M. Neumeister Jr.
</TABLE>
II-2
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<TABLE>
<S> <C> <C>
/s/ Krish A. Prabhu
- -------------------------------------------- Director December 15, 1998
Krish A. Prabhu
/s/ William D. Rasdal
- -------------------------------------------- Director December 15, 1998
William D. Rasdal
/s/ Roger A. Strauch
- -------------------------------------------- Director December 15, 1998
Roger A. Strauch
/s/ Robert M. Wolfe
- -------------------------------------------- Director December 15, 1998
Robert M. Wolfe
</TABLE>
II-3
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT DOCUMENT
- -------------------- -----------------------------------------------------------------
<C> <S>
5.1 Opinion of counsel as to legality of Securities being registered.
10.4 The 1990 Employee Stock Plan is incorporated herein by reference
to Exhibit 10.4 filed with the Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 1998.
10.6 The Employee Stock Purchase Plan is incorporated herein by
reference to the Exhibits to the 1998 Definitive Proxy Materials
filed with the Securities Exchange Commission on October 5, 1998.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-2).
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EXHIBIT 5.1
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December 15, 1998
Symmetricom, Inc.
2300 Orchard Parkway
San Jose, CA 95131-1017
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about December 15, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an additional 473,169 shares of your
Common Stock for issuance pursuant to the 1990 Employee Stock Plan (the "1990
Plan" and the "1990 Plan Shares" as appropriate) and an additional 400,000
shares of your Common Stock for issuance pursuant to the Employee Stock Purchase
Plan (the "1994 ESPP" and the "1994 ESPP Shares" as appropriate). As legal
counsel for Symmetricom, Inc. (the "Company"), we have examined the proceedings
taken and are familiar with the proceedings proposed to be taken by you in
connection with the issuance and sale of the 1990 Plan Shares and the 1994 ESPP
Shares pursuant to the 1990 Plan and the 1994 ESPP, respectively.
It is our opinion that the 1990 Plan Shares and 1994 ESPP Shares, when
issued and sold in the manner described in the 1990 Plan and the 1994 ESPP,
respectively, and pursuant to the agreement that accompanies each grant under
the 1990 Plan and 1994 ESPP, will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement of Symmetricom, Inc. on Form S-8 of our reports dated July 22, 1998
(September 3, 1998 as to the last sentence of Note 1) and September 21, 1998
appearing in the Annual Report on Form 10-K of Symmetricom, Inc. for the year
ended June 30, 1998.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
San Jose, California
December 14, 1998
