As filed with the Securities and Exchange Commission on December 13, 1999
Registration No. 333-
_____________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
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)
______________________________
647 NORTH LAKEVIEW PARKWAY
VERNON HILLS, ILLINOIS 60061
(Address, including zip code, of registrant's principal executive offices)
______________________________
TELULAR CORPORATION
STOCK INCENTIVE PLAN
(Full title of plan)
______________________________
JEFFREY L. HERRMANN COPY TO:
CHIEF FINANCIAL OFFICER MICHAEL E. CUTLER, ESQ.
TELULAR CORPORATION COVINGTON & BURLING
647 NORTH LAKEVIEW PARKWAY 1201 PENNSYLVANIA AVENUE, N.W.
VERNON HILLS, ILLINOIS 60061 WASHINGTON, D.C. 20004
(847) 247-9400 (202) 662-6000
(Name, address, including zip
code, and telephone number,
including area code, of agent
for service)
______________________________
CALCULATION OF REGISTRATION FEE
<PAGE>
Title of
Securities Proposed Maximum Proposed Maximum Amount of
To be Amount to be Offering Price Aggregate Offering Registration
Registered Registered (1) Per Share (2) Price (2) Fee
- --------------- -------------- ---------------- ------------------ -----------
Common Stock, 1,000,000 $7.71/$9.13 $8,071,049 $2,131
par value $.01
per share
1) This Registration Statement registers the offer and sale of 1,000,000
shares of common stock, par value $.01 per share, of the registrant (the
Common Stock) currently reserved for issuance under the Telular
Corporation Stock Incentive Plan (the Plan). Pursuant to Rule 416
under the Securities Act of 1933, as amended, the number of shares
registered hereby includes such additional number of shares of Common
Stock as are required to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
2) A maximum offering price of $7.71 was used to calculate the fee for
745,740 shares and was computed pursuant to Rule 457(h) based on the
weighted average of the exercise prices for the options heretofore
granted under the Plan relating to those shares. The proposed maximum
offering price of $9.13 for the remaining 254,260 shares, for which
options have not yet been granted, was estimated solely for the purpose
of calculating the registration fee pursuant to Rule 457(c) based on the
average of the high and low sale prices of the shares of Common Stock as
reported on the Nasdaq National Market on December 7, 1999.
REGISTRATION OF ADDITIONAL SECURITIES
The purpose of this Registration Statement on Form S-8 is to register
an additional 1,000,000 shares of common stock, par value $.01 per share
(the Common Stock), of Telular Corporation, a Delaware corporation
(the Registrant), 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. Pursuant to General Instruction E of Form S-8 with
respect to the registration of additional securities, the contents of the
Registrant's Registration Statement on Form S-8, No. 333-02581 are
incorporated herein by reference.
<PAGE>
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 for the fiscal
year ended September 30, 1998.
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1998.
(c) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999.
(d) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999.
(e) The Registrant's Current Report on Form 8-K dated
October 18, 1999.
(f) 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.
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 superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
<PAGE>
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION REFERENCE
-------- --------------------- ------------------------------
4.1 Amendment No. 3 to Incorporated by reference to
Certificate of Exhibit 3.4 to Quarterly
Incorporation Report on Form 10-Q for the
quarter ended December 31, 1998
4.2 Amendment No. 4 to Incorporated by reference to
Certificate of Exhibit 3.5 to Quarterly
Incorporation Report on Form 10-Q for the
quarter ended December 31, 1998
4.3 Certificate of Incorporated by reference to
Designations, Exhibit 99.2 to Current
Preferences and Rights Report on Form 8-K dated
of Series A Convertible April 16, 1997
Preferred Stock
5 Opinion of Covington & Filed herewith
Burling
23.1 Consent of Covington & Included in Exhibit 5
Burling
23.2 Consent of Ernst & Filed herewith
Young
24 Power of Attorney Included on signature page
<PAGE>
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 Vernon Hills, State of Illinois,
on the 10th day of December, 1999.
TELULAR CORPORATION
(Registrant)
By: /s/Kenneth E. Millard
---------------------
Kenneth E. Millard
President,
Chief Executive Officer
Each person whose signature appears below constitutes and appoints
Kenneth E. Millard and Jeffrey L. Herrmann, 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.
<PAGE>
SIGNATURE TITLE DATE
/s/Kenneth E. Millard President, Chief December 13, 1999
----------------------- Executive Officer and
Kenneth E. Millard Director
(principal executive
officer)
/s/ Jeffrey L. Herrmann Chief Financial December 13, 1999
----------------------- Officer, Secretary and
Jeffrey L. Herrmann Senior Vice President
(principal financial
and accounting officer)
/s/ Daniel D. Giacopelli Executive Vice December 13, 1999
------------------------ President,
Daniel D. Giacopelli Chief Technology
Officer and Director
/s/ William L. DeNicolo Chairman of the Board December 13, 1999
------------------------
William L. De Nicolo
/s/ Mark R. Warner Director December 13, 1999
--------------------
Mark R. Warner
/s/ John E. Berndt Director December 13, 1999
--------------------
John E. Berndt
/s/ Larry J. Ford Director December 13, 1999
--------------------
Larry J. Ford
/s/ Richard D. Haning Director December 13, 1999
----------------------
Richard D. Haning
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION REFERENCE
--------- --------------------- -----------------------------
4.1 Amendment No. 3 to Incorporated by reference to
Certificate of Exhibit 3.4 to Quarterly
Incorporation Report on Form 10-Q for the
quarter ended December 31,
1998
4.2 Amendment No. 4 to Incorporated by reference to
Certificate of Exhibit 3.5 to Quarterly
Incorporation Report on Form 10-Q for the
quarter ended December 31,
1998
4.3 Certificate of Incorporated by reference to
Designations, Exhibit 99.2 to Current
Preferences and Rights Report on Form 8-K dated
of Series A Convertible April 16, 1997
Preferred Stock
5 Opinion of Covington & Filed herewith
Burling
23.1 Consent of Covington & Included in Exhibit 5
Burling
23.2 Consent of Ernst & Filed herewith
Young
24 Power of Attorney Included on signature page
COVINGTON & BURLING
1201 Pennsylvania Avenue, N.W.
P.O. Box 7566
Washington, D.C. 20044-7566
(202) 662-6000
LECONFIELD HOUSE
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
December 13, 1999
Telular Corporation
647 North Lakeview Parkway
Vernon Hills, Illinois 60061
Re: Telular Corporation: Form S-8 Registration
Statement
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, a Delaware corporation (the
Company), with the Securities and Exchange Commission (the Commission)
under the Securities Act of 1933, as amended, for the registration of
1,000,000 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. We also have examined
and relied upon copies of the Company's Certificate of Incorporation, 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
<PAGE>
Telular Corporation
December 13, 1999
Page 2
documents of documents submitted to us as copies, and the accuracy of the
representations and statements included therein.
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 and the terms of the stock options
granted thereunder, 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,
/s/ COVINGTON & BURLING
-------------------------
COVINGTON & BURLING
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm in this Registration
Statement on Form S-8 pertaining to the Telular Corporation Stock
Incentive Plan of Telular Corporation and to the incorporation by
reference therein of our report dated October 26, 1998 with respect to
the consolidated financial statements and schedules of Telular Corporation
included in its Form 10-K for the year ended September 30, 1998, filed
with the Securities and Exchange Commission.
Ernst & Young LLP
Chicago, Illinois
December 13, 1999
