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As filed with the Securities and Exchange Commission on January 28, 1997
Registration No. 33-
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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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TELULAR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-3885440
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
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920 DEERFIELD PARKWAY
BUFFALO GROVE, ILLINOIS 60089
(Address, including zip code, of registrant's principal executive offices)
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TELULAR CORPORATION
STOCK INCENTIVE PLAN
(Full title of plan)
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FRANK J. M. TEN BRINK COPY TO:
CHIEF FINANCIAL OFFICER MICHAEL E. CUTLER, ESQ.
TELULAR CORPORATION COVINGTON & BURLING
920 DEERFIELD PARKWAY 1201 PENNSYLVANIA AVENUE, N.W.
BUFFALO GROVE, ILLINOIS 60089 WASHINGTON, D.C. 20004
(847) 465-4500 (202) 662-6000
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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========================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered (1) Per Share (2) Offering Price (1) Fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share . . . . 2,500,000 $4.7014/$7.5 $11,064,240 $3,176.42
========================================================================================================
</TABLE>
(1) This Registration Statement on Form S-8 registers the issuance and/or
transfer of (i) 2,500,000 shares of common stock, par value $.01 per
share (the "Common Stock") of Telular Corporation, a Delaware
corporation (the "Registrant"), presently reserved for issuance under
the Telular Corporation Stock Incentive Plan (the "Plan"), and (ii)
pursuant to Rule 416, additional shares of Common Stock that become
available under the Plan in connection with stock dividends, stock
splits or similar transactions affecting the Common Stock generally.
The Registrant has previously registered the issuance and/or transfer
of 500,000 shares of Common Stock in connection with the Plan, which
was formerly known as the Amended and Restated Stock Option Plan. On
January 23, 1996, the shareholders of the Registrant approved certain
amendments to the Plan, which, among other things, increased the
number of shares of Common Stock issuable thereunder by 1,500,000 and
allowed directors, officers and all employees to participate therein.
On January 28, 1997, the shareholders of the Registrant approved
certain amendments to the Plan, which, among other things, increased
the number of shares of Common Stock issuable thereunder by 1,000,000
and allowed directors, officers and all employees to participate
therein.
(2) A maximum offering price of $4.7014 was used to calculate the fee for
1,024,768 shares and was estimated based on the weighted average of
the exercise price for the options granted under the Plan relating to
those shares. The proposed maximum offering price for the remaining
shares was estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) based on the average of the
high and low sale prices of the shares of Common Stock as reported on
the Nasdaq National Market System on January 23, 1997 for the
additional 1,475,232 shares included in the Stock Incentive Plan, for
which options have not yet been granted.
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REGISTRATION OF ADDITIONAL SECURITIES
The purpose of this Registration Statement on Form S-8 is to register
an additional 2,500,000 shares of common stock, par value $.01 per share (the
"Common Stock") of Telular Corporation, a Delaware corporation (the
"Registrant"), presently reserved for issuance under the Telular Corporation
Stock Incentive Plan (the "Plan"), and, pursuant to Rule 416, any additional
shares of Common Stock that become available under the Plan in connection with
stock dividends, stock splits or similar transactions affecting the Common
Stock generally. The Registrant has previously registered the issuance and/or
transfer of 500,000 shares of Common Stock in connection with the Plan, which
was formerly known as the Amended and Restated Stock Option Plan, on the
Company's Registration Statement No. 33-80968, filed with the Commission on
June 30, 1994. Pursuant to General Instruction E of Form S-8 with respect to
the registration of additional securities hereunder, the contents of the
Company's Registration Statement No. 33-80968 are incorporated herein by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, heretofore filed by the Registrant with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference in this
Registration Statement, except as superseded or modified as described herein:
(a) The Registrant's Annual Report on Form 10-K filed on December
20, 1996 pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, which contains the Registrant's audited
financial statements for the fiscal year ended September 30,
1996.
(b) The description of the Registrant's Common Stock contained in
the Registrant's registration statement on Form 8-A, dated
January 13, 1994, filed pursuant to Section 12 of the Exchange
Act, which incorporates by reference the description contained
in the Registrant's registration statement on Form S-1 under
the Securities Act, No. 33-72096, as amended, and in any
amendments or reports that are filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant 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 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. Any statement contained in
an incorporated document 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 incorporated document subsequently filed,
modifies or supersedes such statement. Any such statement so modified or
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superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 8. EXHIBITS.
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION REFERENCE
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<S> <C> <C>
Instruments defining the rights
of Common Stock holders
4.1 Certificate of Incorporation Exhibit 3.1 to the Registration State-
ment of Telular Corporation on Form
S-1, Registration No. 33-72096, as
amended ("Form S-1")
4.2 Amendment No. 1 to Exhibit 3.2 to Form S-1
Certificate of Incorporation
4.3 Amendment No. 2 to Exhibit 3.3 to Form S-1
Certificate of Incorporation
4.4 Amendment No. 3 to Filed herewith
Certificate of Incorporation
4.4 Bylaws Exhibit 3.4 to Form S-1
4.5 Loan Agreement with LaSalle Exhibit 4.1 to Annual
National Bank and Amendment Report on Form 10-K of
thereto Telular Corporation, filed
with the Commission on December
26, 1996 ("Form 10-K")
4.6 Debenture Agreement dated Exhibit 4.2 to Form 10-K
December 11, 1995
Opinion on legality of Common
Stock being registered
6.1 Opinion of Covington & Burling Filed herewith
Consents of experts and counsel
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<TABLE>
<S> <C> <C>
25.1 Consent of Covington & Burling Filed herewith as Exhibit 6.1
25.2 Consent of Ernst & Young Filed herewith
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement
is on Form S-3, Form S-8 or Form F-S, and the
information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new
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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.
(3) To remove from registration by means of a
post-effective amendment any of the securities
registered which remain unsold at the termination of
the offering.
(b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the
Common Stock offered therein, and the offering of such Common
Stock at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Buffalo Grove, State of Illinois, on the 28th day of
January 1997.
TELULAR CORPORATION
(Registrant)
By: /s/Kenneth E. Millard
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Kenneth E. Millard
President,
Chief Executive Officer
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Each person whose signature appears below constitutes and appoints
Kenneth E. Millard and Frank J. M. ten Brink, 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, and in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, state securities law
administrators, other governmental authorities, the Nasdaq Stock Market, and
stock exchanges, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and 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 substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/Kenneth E. Millard President, Chief January 28, 1997
- --------------------- Executive Officer and Director
Kenneth E. Millard (principal executive officer)
/s/ Frank J. M. ten Brink
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Frank J. M. ten Brink Chief Financial Officer, Secretary January 28, 1997
and Senior Vice President
(principal financial officer)
/s/ Timothy L. Walsh Comptroller and Treasurer January 28, 1997
- -------------------- (principal accounting officer)
Timothy L. Walsh
/s/ William L. De Nicolo Chairman of the Board January 28, 1997
- ------------------------
William L. De Nicolo
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Joel J. Bellows Director January 28, 1997
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Joel J. Bellows
/s/ John E. Berndt Director January 28, 1997
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John E. Berndt
/s/ Robert B. Blow Director January 28, 1997
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Robert B. Blow
/s/ Larry J. Ford Director January 28, 1997
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Larry J. Ford
/s/ Richard D. Haning Director January 28, 1997
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Richard D. Haning
/s/ David P. Mixer Director January 28, 1997
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David P. Mixer
/s/ William E. Spencer Director January 28, 1997
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William E. Spencer
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
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<S> <C> <C>
4.1 Certificate of Incorporation Exhibit 3.1 to the Registration State-
ment of Telular Corporation on Form
S-1, Registration No. 33-72096, as
amended ("Form S-1")
4.2 Amendment No. 1 to Exhibit 3.2 to Form S-1
Certificate of Incorporation
4.3 Amendment No. 2 to Exhibit 3.3 to Form S-1
Certificate of Incorporation
4.4 Bylaws Exhibit 3.4 to Form S-1
4.5 Loan Agreement with LaSalle Exhibit 4.1 to Annual
National Bank and Amendment Report on Form 10-K of
thereto Telular Corporation, filed
with the Commission on December
20, 1996 ("Form 10-K")
4.6 Debenture Agreement dated Exhibit 4.2 to Form 10-K
December 11, 1995
6.1 Opinion of Covington & Burling
25.1 Consent of Covington & Burling Filed herewith as Exhibit 6.1
25.2 Consent of Ernst & Young
</TABLE>
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EXHIBIT 6.1
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<S> <C> <C>
COVINGTON & BURLING
1201 Pennsylvania Avenue, N.W.
P.O. Box 7566
Washington, D.C. 20044-7566
(202) 662-6000
LECONFIELD HOUSE --- BRUSSELS CORRESPONDENT OFFICE
CURZON STREET TELEAX: (202) 662-6291 44 AVENUE DES ARTS
LONDON WIY BAS TELEX: 89-593 (COVLING WSH) BRUSSELS 1040 BELGIUM
ENGLAND CABLE: COVLING TELEPHONE: 32-2-512-9890
TELEPHONE: 071-495-5655 --- TELEFAX: 32-2-502-1598
TELEFAX: -71-495-3101 WRITER'S DIRECT DIAL NUMBER
</TABLE>
January 28, 1997
VIA FEDERAL EXPRESS
Telular Corporation
920 Deerfield Parkway
Buffalo Grove, IL 60089
Re: Telular Corporation: Form S-8 Registration
Statement
Dear Gentlemen:
This opinion is being furnished to you in connection with a
Registration Statement on Form S-8 (the "Registration Statement") filed on the
date hereof by Telular Corporation, Delaware corporation (the "Company"), with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, for the registration of an additional 2,500,000 shares
of common stock, par value $.01 per share, of the Company (the "Common Stock").
The shares of Common Stock being registered are issuable upon the exercise of
stock options granted under the Company's Stock Incentive Plan (the "Plan").
For purposes of this opinion, we have examined signed copies of the
Registration Statement and the exhibits thereto, all as filed with the
Commission through the date hereof. We also have examined and relied upon a
copy of the Company's Certificate of Incorporation, certified by the Secretary
of State of the State of Delaware, and copies of the Company's Bylaws, and
certain resolutions adopted by the Board of Directors of the Company, certified
by the Secretary of the Company. We also have examined such other documents
and made such other investigations as we have deemed necessary to form a basis
for the opinion hereinafter expressed.
In examining the foregoing documents, we have assumed the authenticity
of documents submitted to us as originals, the genuineness of all signatures,
the conformity to original documents of documents submitted to us as copies,
and the accuracy of the representations and statements included therein.
<PAGE> 2
Telular Corporation
January 28, 1997
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Based on the foregoing, we are of the opinion that the shares of
Common Stock being registered by the Registration Statement have been duly and
validly authorized and, when issued and sold by the Company in accordance with
the terms of the Plan will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration
Statement.
Very truly yours,
COVINGTON & BURLING
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EXHIBIT 25.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8 No. 333-00000) pertaining to the Telular
Corporation Stock Incentive Plan of Telular Corporation and to the
incorporation by reference therein of our report dated November 8, 1996 with
respect to the consolidated financial statements and schedules of Telular
Corporation included in its Form 10-K for the year ended September 30, 1996,
filed with the Securities and Exchange Commission.
Ernst & Young LLP
Chicago, Illinois
January 17, 1997
