<PAGE>
As filed with the Securities and Exchange Commission on July 15, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________
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)
_______________
1990 EMPLOYEE STOCK PLAN
(Full title of the Plans)
_______________
Thomas W. Steipp
Chief Executive Officer &
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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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
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
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1990 Employee Stock Plan:
Common Stock, no par value................ 447,786 $8.78 (1) $ 3,931,562 (1) $ 1,093
- ----------------------------------------------------------------------------------------------------------
</TABLE>
_______________
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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
July 13, 1999. 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. 333-68969, 333-47369,
33-38384, 33-56042, 333-00333 and 333-21815.
<PAGE>
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 December 15, 1998 (SEC File
No. 333-68969) registering shares issuable under its 1990 Employee Stock Plan
(such plan, the "1990 Plan" and such registration statement, the "Prior S-8").
This Registration Statement registers additional shares of the Registrant's
Common Stock to be issued pursuant to the 1990 Plan. The contents of the Prior
S-8, including periodic reports that the Registrant filed, or to be filed, after
such Form S-8 to maintain current information about the Registrant, is 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.
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
<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 San Jose, State of California on July 14, 1999.
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
- ----------------------------- ----------------------------------- ----------------------
<S> <C> <C>
Chief Executive Officer, Chief
Financial Officer and Director
(principal executive officer and
/s/ Thomas W. Steipp principal financial and accounting
- ------------------------------ officer) July 14, 1999
Thomas W. Steipp
/s/ Richard W. Oliver Chairman of the Board July 14, 1999
- ------------------------------
Richard W. Oliver
/s/ Robert M. Neumeister Jr. Director July 14, 1999
- ------------------------------
Robert M. Neumeister Jr.
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Krish A. Prabhu Director July 14, 1999
- -----------------------------
Krish A. Prabhu
/s/ William D. Rasdal Director July 14, 1999
- -----------------------------
William D. Rasdal
/s/ Roger A. Strauch Director July 14, 1999
- -----------------------------
Roger A. Strauch
/s/ Robert M. Wolfe Director July 14, 1999
- -----------------------------
Robert M. Wolfe
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Exhibit Document
- -------------- ----------------------------------------------------------------
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.
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).
<PAGE>
Exhibit 5.1
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July 14, 1999
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 July 14, 1999 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an additional 447,786 shares of your
Common Stock for issuance pursuant to the 1990 Employee Stock Plan (the "1990
Plan" and the "1990 Plan 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 pursuant to the 1990 Plan.
It is our opinion that the 1990 Plan Shares, when issued and sold in the
manner described in the 1990 Plan, and pursuant to the agreement that
accompanies each grant under the 1990 Plan, 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
<PAGE>
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
July 14, 1999
