As filed with the Securities and Exchange Commission on May 13, 1996
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WANDEL & GOLTERMANN
TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
North Carolina 22-1867386
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1030 Swabia Court 27709-3585
Research Triangle Park, North Carolina (Zip Code)
(Address of Principal Executive Offices)
Wandel & Goltermann Technologies, Inc.
Omnibus Stock Plan
(Full title of the Plan)
-------------------
Gerry Chastelet
President and Chief Executive Officer
Wandel & Goltermann Technologies, Inc.
1030 Swabia Court
Research Triangle Park, North Carolina 27709-3585
(Name and address of agent for service)
(919) 941-5730
(Telephone number, including area code, of agent for service)
Copy to:
Barney Stewart III, Esq.
Moore & Van Allen, PLLC
NationsBank Corporate Center
100 North Tryon Street, Floor 47
Charlotte, North Carolina 28202-4003
(704) 331-1000
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====================================================================================================================================
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Securities to be Amount to be Proposed Maximum Aggregate Offering Amount of
Registered Registered Offering Price Per Share(1) Price Registration Fee
<S> <C> <C> <C> <C>
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Common Stock 400,000 shares $16.25 $6,500,000 $2,241.38
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(1) Estimated in accordance with Rule 457(h) under the Securities Act, solely
for the purpose of calculating the registration fee, based upon the average
of the high and low prices of the Common Stock as reported by the NASDAQ
National Market on May 6, 1996.
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WANDEL & GOLTERMANN TECHNOLOGIES, INC.
400,000 Shares of Common Stock
Par Value $.01 Per Share
Offerred Pursuant to the
Wandel & Goltermann Technologies, Inc.
Omnibus Stock Plan
The contents of the registration statement filed on Form S-8 of Wandel &
Goltermann Technologies, Inc., registration number 33-81078, filed July 1, 1994,
are hereby incorporated by reference. This registration statement is being filed
for the sole purpose of increasing the number of shares registered under the
Wandel & Goltermann Technologies, Inc. Omnibus Stock Plan from 375,000 shares to
775,000 shares.
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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 Durham, State of North Carolina, on May 6, 1996.
WANDEL & GOLTERMANN TECHNOLOGIES, INC.
By: /s/ Gerry Chastelet
Gerry Chastelet
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Gerry Chastelet and Adelbert Kuthe, or either 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, 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 all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, 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 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 hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registrant Statement has been signed by the following persons in the capacities
and on the dates indicated.
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<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Gerry Chastelet President, Chief Executive Officer and May 6, 1996
- --------------------------------------------------------- Director (Principal Executive Officer)
Gerry Chastelet
/s/ Adelbert Kuthe Vice President-Finance and Secretary May 6, 1996
- --------------------------------------------------------- (Principal Financial and Accounting
Adelbert Kuthe Officer)
/s/ Herbert Bayer Chairman May 6, 1996
- ---------------------------------------------------------
Herbert Bayer
/s/ Albrecht Wandel Director May 6, 1996
- ---------------------------------------------------------
Albrecht L. Wandel
/s/ Peter Wagner Director May 6, 1996
- ---------------------------------------------------------
Peter Wagner
/s/ Rolf Schmid Director May 6, 1996
- ---------------------------------------------------------
Rolf Schmid
/s/ Sidney Topol Director May 6, 1996
- ---------------------------------------------------------
Sidney Topol
/s/ Richard E. Pospisil Director May 6, 1996
- ---------------------------------------------------------
Richard E. Pospisil
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EXHIBIT INDEX
Sequential
Exhibit No. Description of Document Page No.
5.1 Opinion of Moore & Van Allen, PLLC. 6
23.1 Consent of Arthur Andersen & Co., independent public
accountants. 8
23.2 Consent of Moore & Van Allen, PLLC (included in the opinion
filed as Exhibit No. 5.1.)
24.1 Power of Attorney (included on the signature page.)
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Exhibit 5.1
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MOORE & VAN ALLEN, PLLC
ATTORNEYS AT LAW
2200 WEST MAIN STREET, SUITE 800 TELEPHONE 919-286-8000
DURHAM, NORTH CAROLINA 27705-4652 FACSIMILE 919-286-8199
PLEASE REPLY TO:
P.O. BOX 3843
DURHAM, NORTH CAROLINA 27702-3843
May 6, 1996
Wandel & Goltermann Technologies, Inc.
1030 Swabia Court
Research Triangle Park, NC 27709-3585
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Wandel & Goltermann Technologies, Inc., a
North Carolina corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, on Form S-8 (the "Registration
Statement") of an aggregate of 400,000 shares (the "Shares") of the Company's
common stock, par value $0.01 per share, which are reserved for issuance under
the Company's Omnibus Stock Plan (the "Plan").
As counsel for the Company, we have examined the proceedings taken and
are familiar with the proceedings proposed to be taken in connection with the
issuance and sale of the Shares under the Plan. Further, in connection with the
Registration Statement, we have examined the originals or photocopies or
certified copies of such records of the Company, certificates of officers of the
Company and public officials and other documents as we have deemed relevant and
appropriate as the basis for the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all original documents submitted to us, the conformity to the originals of
all documents submitted to us as certified copies or photocopies and the
authenticity of the originals of such documents.
Based upon such examination, and relying upon statements of fact
contained in the documents which we have examined, we are of the opinion that
the Shares have been duly and validly authorized and, when issued as
contemplated by the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
MOORE & VAN ALLEN, PLLC
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Exhibit 23.1
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ARTHUR ANDERSEN LLP
Consent of Independent Public Accountants
We hereby consent to the incorporation of our report dated November 6, 1995,
included in Wandel & Goltermann Technologies, Inc.'s Annual Report to
shareholders for the year ended September 30, 1995, into the Company's
Registration Statement filed herewith pertaining to the Omnibus Stock Plan of
Wandel & Goltermann Technologies, Inc., as amended on February 5, 1996.
Arthur Andersen LLP
Raleigh, North Carolina,
May 6, 1996
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