As filed with the Securities and Exchange Commission on January 4, 2001
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.
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(Exact name of registrant as specified in its charter)
California 95-1906306
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2300 Orchard Parkway
San Jose, CA 95131
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(Address of Principal (Zip Code)
Executive Offices)
1999 Employee Stock Plan
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(Full title of the plan)
Copy to:
THOMAS W. STEIPP
Chief Executive Officer RICHARD S. BEBB, ESQ.
Symmetricom, Inc. Pillsbury Winthrop LLP
2300 Orchard Parkway 2550 Hanover Street
San Jose, CA 95131 Palo Alto, CA 94304
(408) 943-9403 (650) 233-4500
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(Name, address and telephone
number of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Amount To Proposed Proposed
Title of Securities Be Maximum Offering Maximum Aggregate Amount of
To Be Registered Registered(1) Price Per Share(2) Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, no par value 2,000,000 $8.6093 $17,218,600.00 $4,304.65
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</TABLE>
(1) Calculated pursuant to General Instruction E to Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based upon the average of the high and low sales
prices of the Company's Common Stock on the Nasdaq National Market on
December 26, 2000.
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The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
<PAGE>
INFORMATION REQUIRED PURSUANT
TO GENERAL INSTRUCTION E TO FORM S-8
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of
increasing the number of securities of the same class as other securities for
which a Registration Statement of the Registrant on Form S-8 relating to the
same employee benefit plan is effective.
Registrant's Form S-8 Registration Statement filed with the Securities
and Exchange Commission on June 6, 2000 (File No. 333-38616) is hereby
incorporated by reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents and information previously filed with the
Securities and Exchange Commission by the Registrant are hereby incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K (File No. 0-02287) for
the fiscal year ended June 30, 2000, filed pursuant to Section 13 of the
Securities Exchange Act of 1934 (the "Exchange Act");
(b) The Registrant's Quarterly Report on Form 10-Q (File No. 0-02287)
for the quarter ended September 30, 2000, as amended, filed pursuant to Section
13 of the Exchange Act;
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (File No. 0-02287) dated
December 18, 1990, filed pursuant to Section 12 of the Exchange Act, including
any amendment or report filed for the purpose of updating such description; and
(d) The description of the Registrant's Common Share Purchase Rights
contained in the Registrant's Registration Statement on Form 8-A (File No.
0-02287) dated December 18, 1990, filed pursuant to Section 12 of the Exchange
Act, including any amendment or report filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
EXHIBITS
See Index to Exhibits, which is incorporated herein by reference.
<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 January 4, 2001.
SYMMETRICOM, INC.
By /s/ William Slater
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William Slater
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas W. Steipp and William Slater, and
each of them, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, 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 his 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.
NAME TITLE DATE
/s/ Thomas W. Steipp Chief Executive Officer and January 4, 2001
--------------------------- Director (Principal Executive
Thomas W. Steipp Officer)
/s/ William Slater Chief Financial Officer and January 4, 2001
--------------------------- Secretary (Principal Financial
William Slater and Accounting Officer)
/s/ Richard W. Oliver Chairman of the Board January 4, 2001
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Richard W. Oliver
Director January ___, 2001
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Robert T. Clarkson
/s/ Robert M. Neumeister, Jr. Director January 4, 2001
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Robert M. Neumeister, Jr.
<PAGE>
NAME TITLE DATE
/s/ Krish A. Prabhu Director January 4, 2001
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Krish A. Prabhu
/s/ Richard N. Snyder Director January 4, 2001
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Richard N. Snyder
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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5.1 Opinion of Pillsbury Madison & Sutro LLP
23.1 Independent Auditors' Consent
23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1)
24.1 Powers of Attorney (see page 2)
99.1 2000 Amendment to the 1999 Employee Stock Plan
