As filed with the Securities and Exchange Commission on June 3, 1997
Registration No. 333-_________
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 of 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)
___________________
Wandel & Goltermann Technologies, Inc.
Employee Stock Purchase 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
<S> <C> <C> <C> <C>
Proposed Maximum
Title of Securities to be Amount to be Proposed Maximum Offering Aggregate Offering Amount of
Registered Registered (1) Price Per Share (2) Price Registration Fee
- ------------------------- ---------------- ------------------------- ------------------- -------------------
Common Stock 400,000 shares (3) $12.3125 $4,925,000 $1,492.42
Common Stock 100,000 shares (4) $12.3125 $1,231,250 $ 373.11
TOTAL 500,000 shares -- $6,156,250 $1,865.53
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(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been divided
into two subtotals.
(2) 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 30, 1997.
(3) Subtotal represents the additional shares issuable upon exercise of options
that have not yet been granted under the Omnibus Plan (400,000 shares).
(4) Subtotal represents additional shares authorized to be issued under the
Wandel & Goltermann Technologies, Inc. Employee Stock Purchase Plan.
2
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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, and
Employee Stock Purchase 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 775,000 shares to
1,175,000 shares, of increasing the number of shares registered under the Wandel
& Goltermann Technologies, Inc. Employee Stock Purchase Plan from 100,000 shares
to 200,000.
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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 30, 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 30, 1997
- -------------------------------------------- Director (Principal Executive Officer)
Gerry Chastelet
/s/ Adelbert Kuthe Vice President-Finance and Secretary May 30, 1997
- -------------------------------------------- (Principal Financial and Accounting
Adelbert Kuthe Officer)
/s/ Albrecht Wandel Chairman May 30, 1997
- --------------------------------------------
Albrecht Wandel
/s/ Richard E. Pospisil Vice Chairman May 30, 1997
- --------------------------------------------
Richard E. Pospisil
/s/ Peter Wagner Director May 30, 1997
- --------------------------------------------
Peter Wagner
/s/ Rolf Schmid Director May 30, 1997
- --------------------------------------------
Rolf Schmid
/s/ Sidney Topol Director May 30, 1997
- --------------------------------------------
Sidney Topol
/s/ Joachim Simmross Director May 30, 1997
- --------------------------------------------
Joachim Simmross
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EXHIBIT INDEX
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<CAPTION>
Sequential
Exhibit No. Description of Document Page No.
- ----------- ----------------------- -------------
<S> <C> <C>
5.1 Opinion of Moore & Van Allen, PLLC. 6
23.1 Consent of Arthur Andersen & Co., independent public
accountants. 7
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
MOORE & VAN ALLEN, PLLC
ATTORNEYS AT LAW
ONE HANNOVER SQUARE, SUITE 1700 TELEPHONE 919-828-4481
POST OFFICE BOX 26507 FACSIMILE 919-828-4254
RALEIGH, NORTH CAROLINA 27611
May 30, 1997
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 of the Company's common stock, par
value $0.01 per share, which are reserved for issuance under the Company's
Omnibus Stock Plan, and an aggregate of 100,000 shares (collectively with those
reserved under the Company's Omnibus Stock Plan, the "Shares") of the Company's
common stock, par value $0.01 per share, which are reserved for issuance under
the Company's Employee Stock Purchase Plan (collectively the "Plans").
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 Plans. 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,
/s/ Moore & Van Allen, PLLC
MOORE & VAN ALLEN, PLLC
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation of our report dated November 1, 1996,
included in Wandel & Goltermann Technologies, Inc.'s Annual Report to
shareholders for the year ended September 30, 1996, into the Company's
Registration Statement filed herewith pertaining to the Omnibus Stock Plan and
Employee Stock Purchase Plan of Wandel & Goltermann Technologies, Inc., as
amended on February 5, 1997.
/s/ Arthur Andersen LLP
Raleigh, North Carolina,
May 30, 1997.
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