<PAGE> 1
As filed with the Securities and Exchange Commission on October 19, 1999
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
CELERITEK, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 77-0057484
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
3236 SCOTT BOULEVARD
SANTA CLARA, CALIFORNIA 95054
(Address of principal executive offices)
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1994 STOCK OPTION PLAN
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TAMER HUSSEINI
CELERITEK, INC.
3236 SCOTT BOULEVARD
SANTA CLARA, CALIFORNIA 95054
(408) 986-5060
(Name, address and telephone number of agent for service)
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Copy to:
John V. Roos, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered (1) Per Share (2) Offering Price(2) Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 221,440 $5.1572 $1,142,009.14 $317.48
</TABLE>
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(1) Pursuant to Rule 429 of the Securities Act of 1933, as amended (the
"Securities Act"), the prospectus delivered to participants under the
Registrant's 1994 Stock Option Plan, as amended (the "1994 Plan"), also
relates to an aggregate of 1,281,855 shares previously registered under Form
S-8 Registration Nos. 333-2886 and 333-52037.
(2) The Proposed Maximum Offering Price Per Share was estimated in part pursuant
to Rule 457(h) under the Securities Act, and, in part, pursuant to Rule
457(c) under the Securities Act. With respect to 76,136 shares which are
subject to outstanding options to purchase Common Stock under the 1994 Plan,
the Proposed Maximum Offering Price Per Share was estimated pursuant to Rule
457(h) under which Rule the per share price of options to purchase stock
under an employee stock option plan may be estimated by reference to the
exercise price of such options. The weighted average exercise price of the
76,136 shares subject to outstanding options under the 1994 Plan to be
registered is $4.085. With respect to 145,304 shares of Common Stock
available for future grant under the 1994 Plan, the Proposed Maximum
Offering Price Per Share was estimated pursuant to Rule 457(c) whereby the
per share price was determined by reference to the average between the high
and low price reported in the Nasdaq National Market on October 13, 1999,
which average was $5.719. The number referenced above in the table entitled
"Proposed Maximum Offering Price Per Share" represents a weighted average of
the foregoing estimates calculated in accordance with Rules 457(h) and
457(c).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Celeritek, Inc. (the "Company") hereby incorporates by reference in this
registration statement the following documents and information heretofore filed
with the Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1999, pursuant to Section 13 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1999, filed pursuant to Section 13 of the Exchange Act.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(d) The description of the Company's Common Stock to be offered hereby
is contained in the Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on November 2, 1995 pursuant to Section 12(g)
of the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Company's Articles of Incorporation limit the liability of directors
for monetary damages to the maximum extent permitted by California law. Such
limitation of liability has no effect on the availability of equitable remedies,
such as injunctive relief or rescission.
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The Company's Bylaws provide that the Company will indemnify its
directors and officers and may indemnify its employees and agents (other than
officers and directors) against certain liabilities to the fullest extent
permitted by California law. The Company is also empowered under its Bylaws to
enter into indemnification agreements with its directors and officers and to
purchase insurance on behalf of any person whom it is required or permitted to
indemnify. The Company has entered into indemnification agreements with each of
its current directors and officers which provide for indemnification of, and
advancement of expenses to, such persons to the greatest extent permitted by
California law, including by reason of action or inaction occurring in the past
and circumstances in which indemnification and advancement of expenses are
discretionary under California law. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed 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.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
4.1* 1994 Stock Option Plan and form of Stock Option Agreement.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the
legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see Page II-5).
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* Incorporated by reference to the exhibit filed with the Company's Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on May
7, 1998.
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<PAGE> 4
Item 9. Undertakings
(a) Rule 415 Offering
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 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.
(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
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 being registered which remain unsold at the
termination of the offering.
(b) Filing incorporating subsequent Exchange Act documents by reference
The undersigned 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Request for acceleration of effective date or filing of registration
statement on Form S-8
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 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 Santa Clara, State of California, on October 15,
1999.
CELERITEK, INC.
By: /s/ Tamer Husseini
__________________________________________
Tamer Husseini, President, Chief Executive
Officer and Chairman of the Board
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Tamer Husseini and P. Michael Houlihan,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, 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, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------- -------------------------------------- ----------------
<S> <C> <C>
/s/ Tamer Husseini President, Chief Executive Officer and October 15, 1999
- ------------------------------- Chairman of the Board (Principal
(Tamer Husseini) Executive Officer)
/s/ P. Michael Houlihan Chief Financial Officer (Principal October 15, 1999
- ------------------------------- Financial and Accounting Officer)
(P. Michael Houlihan)
/s/ Robert H. Gallagher Director October 15, 1999
- -------------------------------
(Robert J. Gallagher)
/s/ Thomas W. Hubbs Director October 15, 1999
- -------------------------------
(Thomas W. Hubbs)
/s/ William D. Rasdal Director October 15, 1999
- -------------------------------
(William D. Rasdal)
/s/ Charles P. Waite Director October 15, 1999
- -------------------------------
(Charles P. Waite)
</TABLE>
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CELERITEK, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit
Number Description
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4.1* 1994 Stock Option Plan and form of Stock Option Agreement.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the
legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see Page II-5).
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* Incorporated by reference to the exhibit filed with the Company's Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on May
7, 1998.
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<PAGE> 1
EXHIBIT 5.1
October 15, 1999
Celeritek, Inc.
3236 Scott Boulevard
Santa Clara, California 95054
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about October 15, 1999
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 221,440 shares of your Common Stock (the
"Shares") reserved for issuance under the 1994 Stock Option Plan (the "Plan").
As your legal counsel, we have examined the proceedings taken and proposed to be
taken in connection with the issuance, sale and payment of consideration for the
Shares to be issued under the Plan.
It is our opinion that, when issued and sold in compliance with
applicable prospectus delivery requirements and in the manner referred to in the
Plan and pursuant to the agreements which accompany the Plan, the Shares will be
legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1994 Stock Option Plan of Celeritek, Inc. of our report
dated April 23, 1999, with respect to the consolidated financial statements and
schedule of Celeritek, Inc. included in its Annual Report (Form 10-K) for the
year ended March 31, 1999, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
October 15, 1999
