<PAGE> 1
As filed with the Securities and Exchange Commission on March 6, 2000
Registration No. 333-31160
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CELERITEK, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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CALIFORNIA 77-0057484
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3236 SCOTT BOULEVARD
SANTA CLARA, CALIFORNIA 95054
(408) 986-5060
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
TAMER HUSSENI
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
CELERITEK, INC.
3236 SCOTT BOULEVARD
SANTA CLARA, CALIFORNIA 95054
(408) 986-5060
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------
Copies to:
JOHN V. ROOS, ESQ.
Jay D. Hansen, Esq.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
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Approximate date of commencement of proposed sale to the public: FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
--------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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<PAGE> 2
CELERITEK, INC.
1,499,998 SHARES
OF COMMON STOCK
The selling stockholders listed inside are offering to sell up to
1,499,998 shares of Celeritek, Inc. common stock for their own account. We will
not receive any proceeds from such sales. We issued these shares of our common
stock to the selling stockholders in private transactions.
Our common stock is listed on the Nasdaq National Market under the
symbol "CLTK." March 2, 2000, the last reported sale price for the common
stock on the Nasdaq National Market was $44.75 per share.
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 3
BEFORE MAKING A DECISION TO PURCHASE OUR STOCK.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is March __, 2000.
<PAGE> 3
ABOUT CELERITEK
Celeritek designs, develops, manufactures and markets gallium arsenide
radio-frequency integrated circuits and high-frequency radio transceiver
subsystems and components that provide core transmit and receive functions for
high band width wireless voice and data communications systems and defense
electronics. Our primary customers include original equipment manufacturers who
integrate our products into their products. Our customers utilize our
semiconductor products primarily in handsets for cellular and PCS systems and
wireless local loop subscriber units. Customers use our subsystem products in
microwave radios, satellite-based communications and defense electronics
systems. Our defense electronics products are used for applications such as
missile guidance, electronic countermeasures and communications satellites.
We were incorporated in California in December 1984. Our executive
offices are located at 3236 Scott Boulevard, Santa Clara, California 95054, and
our telephone number is (408) 986-5060.
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RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not the
only ones facing Celeritek. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair our business
operations. If any of the following risks actually occur, our business, results
of operations or cash flows could be adversely affected. In those cases, the
trading price of our common stock could decline, and you may lose all or part of
your investment.
OUR OPERATING RESULT MAY FLUCTUATE SIGNIFICANTLY, AND ANY FAILURE TO MEET
FINANCIAL EXPECTATIONS MAY DISAPPOINT SECURITIES ANALYSTS OR INVESTORS AND
RESULT IN A DECLINE IN OUR STOCK PRICE.
Our quarterly results have fluctuated in the past, and may continue to
fluctuate in the future. These fluctuations may cause our stock price to
decline. Some of the factors that may cause our operating results to fluctuate
include:
o the timing, cancellation or delay of customer orders;
o the mix of products that we sell;
o changes in our manufacturing capacity and variations in our utilization
of this capacity;
o variations in our manufacturing yields;
o the timing of our introduction of new products and the introduction of
new products by our competitors;
o market acceptance of our products;
o variations in average selling prices of our products; and
o changes in our inventory levels.
Any unfavorable changes in the factors listed above or general industry and
global conditions could have a material adverse effect on our business,
operating results and financial condition. For example, during fiscal 1999, a
number of our commercial and defense contracts were either terminated or delayed
and our revenues declined substantially. We cannot assure you that additional
customers will not terminate contracts, that customer orders will not be
delayed, or that customers will ever reinstate orders under contracts which have
been delayed. We cannot assure you that we will be able to achieve or maintain
quarterly profitability in the future.
Due to fluctuations in our revenue and operating expenses, we believe
that period-to-period comparisons of our results of operations are not a good
indication of our future performance. It is possible that in some future quarter
or quarters, our operating results will be below the expectations of securities
analysts or investors. In that case, our stock price could fluctuate
significantly or decline.
WE WILL NEED TO KEEP PACE WITH RAPID PRODUCT AND PROCESS DEVELOPMENT AND
TECHNOLOGICAL CHANGES TO BE COMPETITIVE.
We compete in markets with rapidly changing technologies, evolving
industry standards and continuous improvements in products. To be competitive we
will need to continually improve our products and keep abreast of new
technology. For example, our ability to grow will depend substantially on our
ability to continue to apply our radio frequency and microwave signal processing
expertise and GaAs semiconductor technologies to existing and emerging
commercial wireless communications markets. New process technologies could be
developed that have characteristics that are superior to our current processes.
If we are unable to develop competitive processes or design products using new
technologies, our operating results would be adversely affected. If we are
unable to design, manufacture and market new products for existing or
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emerging commercial markets successfully, our business, operating results and
financial condition will suffer. We cannot assure you that we will be able to
respond to technological advances, changes in customer requirements or changes
in regulatory requirements or industry standards. Any significant delays in our
development, introduction or shipment of products could have a material adverse
effect on our business, operating results and financial condition.
WE MAY FACE CONSTRAINTS ON OUR MANUFACTURING CAPACITY THAT WOULD LIMIT OUR
ABILITY TO INCREASE OUR SALES VOLUME.
Our ability to respond to increased demand for our products is limited
by our manufacturing capacity. If our production volumes increase significantly
from expected levels, we will be required to hire, train and manage additional
production personnel to successfully increase our production capacity.
Additionally, we will be required to install processing and test equipment to
increase capacity. This equipment can have long lead times to deliver and
install. We cannot assure you that we would be able to implement these changes
successfully and in a timely manner. We have begun to use an independent foundry
to supplement the manufacture of our wafers. If this foundry is unable to
deliver our products in a timely manner at acceptable yields, it could have an
adverse affect on our capacity. A delay for any reason in capacity increase
would limit our ability to increase sales volumes. In addition, if we fail to
increase production and do not have sufficient capacity to satisfy the demand
for our products, our relationships with customers could be harmed.
THE VARIABILITY OF OUR MANUFACTURING YIELDS MAY AFFECT OUR GROSS MARGINS.
The success of our business depends largely on our ability to produce
our products efficiently through a manufacturing process that results in a large
number of usable products, or yield, from any particular production run. In the
past we have experienced significant delays in our product shipments due to
lower than expected production yields. Due to the rigid technical requirements
for our products and manufacturing processes, our production yields can be
negatively affected for a variety of reasons, some of which are beyond our
control. For instance yield may be reduced due to:
o defects in masks which are used to transfer circuit patterns on to
wafers;
o impurities in materials used;
o contamination of the manufacturing environment; and
o equipment failures.
Our manufacturing yields also vary significantly among our products due
to product complexity and the depth of our experience in manufacturing a
particular product. We cannot assure you that we will not experience problems
with our production yield in the future. Decreases in our yields can result in
substantially higher costs for our products. If we cannot maintain acceptable
yields in the future our business, operating results, and financial condition
will suffer.
BECAUSE MANY OF OUR EXPENSES ARE FIXED, OUR EARNINGS WILL DECLINE IF WE DO NOT
MEET OUR PROJECTED SALES.
Our business requires us to invest heavily in manufacturing equipment
and a related support infrastructure that we must pay for regardless of our
level of sales. To support our manufacturing capacity we also incur costs for
maintenance and repairs and employ personnel for manufacturing and process
engineering functions. These expenses, along with depreciation costs also do not
vary greatly, if at all, as our sales decrease. In addition, the lead time for
developing and manufacturing our products often require us to invest in
manufacturing capacity in anticipation of future demand. If future demand does
not materialize or if our product sales decline we may continue to incur many of
these manufacturing-related costs causing our results to suffer. For instance,
during fiscal 1999, demand for some of our products declined faster than our
ability to reduce our costs and our business was negatively affected. If our
sales projections are inaccurate or we experience declines in demand for our
products we may not be able to reduce many of our costs very rapidly, if at all,
and our business, operating results and financial condition may be harmed.
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WE DEPEND ON A SMALL NUMBER OF CUSTOMERS. IF WE LOSE ONE OR MORE OF OUR
SIGNIFICANT CUSTOMERS, OR IF PURCHASES BY ONE OF OUR KEY CUSTOMERS DECREASE, OUR
REVENUES WILL DECLINE AND OUR BUSINESS WILL BE NEGATIVELY IMPACTED.
A substantial portion of our sales are derived from sales to original
equipment manufacturers. For example, in the nine months ended December 31, 1999
sales to our top ten customers accounted for approximately 63% of our total net
sales, and one customer accounted for more than 10% of our sales for this
period. We expect that sales to a limited number of customers will account for a
large percentage of our sales in the future. Where our products are designed
into an original equipment manufacturer's product, our sales volumes depend upon
the commercial success of the original equipment manufacturer's product. Sales
to most of our large customers can vary significantly from quarter to quarter.
For instance, commercial wireless and communications markets may not grow, or
may grow more slowly than we anticipate. Our operating results have been
materially and adversely affected in the past by the failure of anticipated
orders to be realized and by deferrals or cancellations of orders as a result of
changes in demands for our customers' products. Such fluctuations in demand or
the loss of one or more of these customers could negatively impact our business,
operating results and financial condition.
OUR PRODUCTS MAY NOT PERFORM AS DESIGNED IN COMPLEX SYSTEMS AND MAY HAVE ERRORS
OR DEFECTS THAT ARE FOUND ONLY AFTER FULL DEPLOYMENT WHICH COULD RESULT IN
LIABILITY CLAIMS AGAINST US.
Our customers establish demanding specifications for performance and
reliability of our products. We can not assurance you that problems will not
occur in the future with respect to performance and reliability of our products
in conforming to customer specifications. If such problems do occur, we could
experience increased costs, delays in or reductions, cancellations or
rescheduling of orders and shipments, product returns and discounts, and product
redesigns, any of which would have a negative impact on our business, operating
results and financial condition. Errors in our products may result in legal
claims that could damage our reputation and our business, increase our expenses
and impair our operating results.
RAPID TECHNOLOGICAL CHANGE IN THE COMMUNICATIONS INDUSTRY MAY RENDER OUR
PRODUCTS OR INVENTORY OBSOLETE.
Many of our products are components in communication or other equipment
with a relatively short life cycle. Our inventory is subject to rapid
obsolescence due to the short life cycle of the end products into which our
products integrate. For example, the life cycle of cellular and PCS telephones
is expected to be relatively short with models, features and functionality of
such equipment evolving rapidly. In fiscal 1999, we wrote off obsolete inventory
when one of our customers stopped producing the handset that incorporated our
power amplifier. Our business, operating results and financial condition could
be materially adversely affected by excess or obsolete inventory levels if our
customers' products evolve more rapidly than anticipated or if demand for a
product does not materialize.
INTENSE COMPETITION IN OUR INDUSTRY COULD RESULT IN OUR LOSING CUSTOMERS OR
BEING UNABLE TO ATTRACT NEW CUSTOMERS. AS A RESULT, OUR REVENUE COULD DECLINE OR
WE COULD EXPERIENCE LOSSES.
We compete in an intensely competitive industry and we expect our
competition to increase. A number of companies produce products that compete
with ours or could enter into competition with us. Such competitors or potential
future competitors, include, Alpha Industries, Inc., Anadigics Inc., Conexant
Systems, Inc., Fujitsu Compound Semiconductor Inc., Hitachi Ltd., Microwave
Technology Inc., NJRC, RF Micro Devices Inc., Remec, Inc., Royal Philips
Electronics, N.V., SPC Electronics America, Inc., ST Microwave, Telaxis
Communications Corporation and TriQuint Semiconductor, Inc. In addition, a
number of smaller companies may introduce competing products. Many of our
current and potential competitors have significantly greater financial,
technical, manufacturing and marketing resources than we have and have achieved
market acceptance of their existing technologies. Our ability to compete
successfully depends upon a number of factors, including
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o the rate at which our customers incorporate our products into their
systems;
o our product quality, performance and price;
o the effectiveness of our sales and marketing personnel;
o our ability to rapidly develop new products with commercially desirable
features;
o our ability to produce and deliver products to our customer's schedules;
o our capability to evolve as industry standards change; and
o the number and nature of our competitors.
We cannot assure you that we will be able to compete successfully with our
exiting or new competitors. If we are unable to compete successfully in the
future, our business, operating results and financial condition will be harmed.
WE DEPEND ON A RELATIVELY SMALL NUMBER OF SUPPLIERS AND VENDORS. IF WE LOSE ONE
OR MORE OF THESE SOURCES OF SUPPLIES OR SERVICES, DELIVERY OF OUR PRODUCTS COULD
BE DELAYED OR PREVENTED AND OUR BUSINESS AND OUR BUSINESS COULD SUFFER.
Some of the components for our existing products are only available from
single sources, and certain other components for our products are presently
available or acquired only from a limited number of suppliers. In the event that
any of these suppliers are unable to fulfill our requirements in a timely
manner, we may experience an interruption in production until we locate
alternative sources of supply. Similarly, we contract with vendors in Asia to
assemble and test most of our products. In certain circumstances one vendor
performs assembly and testing services for all of our supply of a single
product. The failure of one or more of our key suppliers or vendors to fulfill
our orders in a timely manner and with acceptable quality and yields could cause
us to not meet our contractual obligations, could damage our customer
relationships and could harm our business, operating results and financial
condition.
OUR PRODUCTS HAVE EXPERIENCED RAPIDLY DECLINING UNIT PRICES.
In each of the markets where we compete, prices of established products
tend to decline significantly over time. Accordingly, to remain competitive, we
believe that we must continue to develop product enhancements and new
technologies that will either slow the price declines of our products or reduce
the cost of producing and delivering our products. If we fail to do so, our
results of operations would be materially and adversely affected.
WE DEPEND ON OUR KEY MANAGERIAL AND TECHNICAL PERSONNEL. IF WE CAN NOT ATTRACT
AND RETAIN PERSONS FOR OUR CRITICAL MANAGEMENT AND TECHNICAL FUNCTIONS WE MAY BE
UNABLE TO COMPETE.
Our success depends in significant part upon the continued service of
our key technical, marketing, sales and senior management personnel and our
continuing ability to attract and retain highly qualified technical, marketing,
sales and managerial personnel. In particular, in the past we have experienced
difficulty attracting and retaining qualified engineers and thin-film microwave
technicians. Competition for these kinds of experienced personnel is intense,
and we can not assure you that we can retain our key technical and managerial
employees or that we can attract, assimilate or retain other highly qualified
technical and managerial personnel in the future. Our failure to attract,
assimilate or retain key personnel could have a material adverse effect on our
business, operating results and financial condition.
WE ARE SUBJECT TO STRINGENT ENVIRONMENTAL REGULATION WHICH COULD NEGATIVELY
IMPACT OUR BUSINESS.
We are subject to a variety of federal, state and local laws, rules and
regulations related to the discharge and disposal of toxic, volatile and other
hazardous chemicals used in our manufacturing process. Our failure to comply
with present or future regulations could result in fines being imposed on us,
suspension
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of our production or a cessation of our operations. Such regulations could
require us to acquire significant equipment or to incur substantial other
expenses in order to comply with environmental regulations. Any past or future
failure by us to control the use of or to restrict adequately the discharge of
hazardous substances could subject us to future liabilities and could cause our
business, operating results and financial condition to suffer. In addition,
under some environmental laws and regulations we could be held financially
responsible for remedial measures if our properties are contaminated, even if we
did not cause the contamination.
IF WE ARE UNABLE TO EFFECTIVELY PROTECT OUR INTELLECTUAL PROPERTY OUR ABILITY TO
COMPETE IN THE MARKET MAY BE IMPAIRED.
Our success depends in part on our ability to obtain patents, trademarks
and copyrights, maintain trade secret protection and operate our business
without infringing on the proprietary rights of other parties. Although there
are no pending lawsuits against us or notices that we are infringing anyone's
intellectual property rights, we could be notified in the future that we are
infringing someone's intellectual property rights. We cannot be sure that we
could obtain licenses on commercially reasonable terms or that litigation would
not occur if there were any infringement. If we were unable to obtain necessary
licenses or if litigation arose out of infringement claims, our operating
results could be adversely affected. In addition to patent and copyright
protection, we also rely on trade secrets, technical know-how and other
unpatented proprietary information relating to our product development and
manufacturing activities. We try to protect this information with
confidentiality agreements with our employees and other parties. We cannot be
sure that these agreements will not be breached, that we would have adequate
remedies for any breach or that our trade secrets and proprietary know-how will
not otherwise become known or independently discovered by others.
In addition, to retain our intellectual property rights we may be
required to seek legal action against infringing parties. This legal action may
be costly and may result in a negative outcome. An adverse outcome in such
litigation could subject us to significant liability to third parties, could put
our patents at risk of being invalidated or narrowly interpreted and could put
our patent applications at risk of not issuing. If we are not successful in
protecting our intellectual property our business will suffer.
OUR ORGANIZATIONAL DOCUMENTS AND STOCKHOLDER RIGHTS PLAN MAKE IT HARDER FOR US
TO BE ACQUIRED WITHOUT THE CONSENT AND COOPERATION OF OUR BOARD OF DIRECTORS AND
MANAGEMENT AND MAY LIMIT THE PRICE THAT INVESTORS MIGHT BE WILLING TO PAY IN THE
FUTURE FOR OUR COMMON STOCK.
The ability of our board of directors to issue preferred stock at any
time with rights preferential to those of our common stock and the presence of
our stockholder rights plan may deter or prevent a takeover attempt, including a
takeover attempt in which the potential purchaser offers to pay a per share
price greater than the current market price for our common stock. The practical
effect of these provisions is to require a party seeking control of our company
to negotiate with our board. These provisions could limit the price that
investors might be willing to pay in the future for our common stock.
WE ARE SUBJECT TO RISKS FROM INTERNATIONAL SALES AND OPERATIONS.
We rely on vendors outside of the United States for manufacturing and
assembly. We contract with third parties located in Asia to supply a substantial
portion of our manufactured products and assemble nearly all of our products
overseas. In addition, we have a design center in the United Kingdom. Due to our
reliance on foreign suppliers, assemblers and the conduct of our research and
development activities in the United Kingdom, we are subject to risks of
conducting business outside of the United States. These risks include the
negative impact of currency fluctuations, which could affect the price of our
products and/or the cost of producing them.
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NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. These statements
relate to future events or our future financial performance. We have attempted
to identify forward-looking statements by terminology including "believes,"
"can," continue," "could," "estimates," "expects," "intends," "may," "plans,"
"potential," "predicts," "should," or "will" or the negative of these terms or
other comparable terminology.
Forward looking statements involve known and unknown risks and
uncertainties which may cause our actual results in future periods to differ
materially from what is currently anticipated. We make cautionary statements in
certain sections of this prospectus, including under "Risk Factors." You should
read these cautionary statements as being applicable to all related
forward-looking statements wherever they appear in:
o this prospectus,
o in the materials referred to in this prospectus;
o in the materials incorporated by reference into this prospectus;
and
o in our press releases.
No forward-looking statement is a guarantee of future performance and
you should not place undue reliance on any forward-looking statement.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock by
the selling stockholders.
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SELLING STOCKHOLDERS
The selling stockholders hold unregistered shares of our common stock
that they obtained directly from us in a private placement that closed between
February 4, 2000 and February 10, 2000. We agreed to register 1,499,998 shares
of our common stock for resale by the selling stockholders. The selling
stockholders may offer and sell the shares from time to time pursuant to the
terms of this prospectus, as further discussed under the caption, "Plan of
Distribution."
The following table sets forth information for each selling stockholder
based on information known to us as of February 23, 2000 when there were
9,261,001 shares of our common stock outstanding. The table and accompanying
footnotes assume that the selling stockholders sell all of the shares listed
next to their names in the column entitled "Shares to be Offered," but retain
shares of our common stock that are not being offered under this prospectus. We
are unable to determine the exact number of shares that selling stockholders
will actually sell or when those sales will occur. Information in the table is
based upon information supplied to us by the selling stockholders. Except as
otherwise indicated, we believe that the persons or entities named in the
following table have sole voting and investment power with respect to all shares
of the common stock shown as owned by them, subject to community property laws
where applicable. To prevent dilution to the selling stockholders, the numbers
in the table may change because of stock splits, stock dividends or similar
events involving our common stock. None of the selling stockholders have held
any positions or offices or have had material relationships with us or any of
our affiliates within the past three years other than as a result of their
ownership of our common stock.
<TABLE>
<CAPTION>
SHARES TO BE
SHARES OWNED OWNED
BEFORE OFFERING AFTER OFFERING
---------------------- SHARES TO BE ----------------------
NAME NUMBER PERCENTAGE OFFERED NUMBER PERCENTAGE
- --------------------------------------- ------- ---------- ------------ ------ ----------
<S> <C> <C> <C> <C> <C>
Kahn Capital Management L.P.(1) 772,200 8.3% 545,000 227,200 2.5%
Brian Kahn(1) 69,000 * 69,000 0 0
Bricoleur Partners I L.P.(2) 258,000 2.8% 10,500 247,500 2.7%
Bricoleur Partners II L.P.(2) 209,300 2.3% 170,300 39,000 *
Aventine International Ltd.(2) 90,100 * 9,200 80,900 *
Lyxor Master Fund Channel Islands(3) 10,000 * 10,000 0 0
Gruber & McBaine Int'l(3) 40,900 * 16,000 24,900 *
Jon D. Gruber(3) 19,000 * 5,000 14,000 *
Thomas O. Lloyd-Butler(3) 3,000 * 1,000 2,000 *
Lagunitas Partners L.P.(3) 135,000 * 28,000 107,000 1.2%
Gottardo Bank 99,999 1.1% 99,999 0 0
John Galt Fund L.P.(4) 69,444 * 69,444 0 0
John Galt Offshore Fund(4) 3,611 * 3,611 0 0
Zurich HFR Nmaster Hedge Fund Index LTD 7,500 * 7,500 0 0
Asset Management Holding Co 19,444 * 19,444 0 0
Schottenfeld Associates 150,000 1.6% 150,000 0 0
Puglisi Capital Partners, L.P. 50,000 * 50,000 0 0
Snorkel Bay & Co 150,000 1.6% 150,000 0 0
Snail Sand & Co 47,000 * 47,000 0 0
JB Were Global Small Companies Fund(5) 7,000 * 7,000 0 0
NZFunds Global Small Companies Trust(5) 27,000 * 27,000 0 0
James Sloman Jr. 5,000 * 5,000 0 0
</TABLE>
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* Represents beneficial ownership of less than 1% of common stock.
(1) Mr. Kahn has voting and investment power over the shares held by Kahn
Capital Management L.P. Mr. Kahn disclaims beneficial ownership of shares
held by Kahn Capital Management, L.P., except to the extent of his direct
pecuniary interest in such shares.
(2) Bricoleur Capital Management L.L.C. has voting and investment power over
the shares held by Bricoleur Partners I L.P., Bricoleur Partners II L.P.,
Aventine International Ltd. and Lyxor Master Fund Channel Islands. The
aggregate share ownership of these funds and other funds managed by
Bricoleur Capital Management L.L.C. is 616,400 or 6.7% prior to the
offering and 416,400 or 4.5% after the completion of the offering.
Bricoleur Capital Management L.L.C. disclaims beneficial ownership over
shares held by funds it manages except to the extent of its pecuniary
interest in such shares.
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(3) Gruber & McBain Capital Management LLC has voting and investment power over
shares held by Gruber & McBain Int'l and Lagunitas Partners LP. Mr. Gruber
and Mr. Lloyd-Butler are members of Gruber & McBain Capital Management LLC.
The aggregate ownership of persons and funds affiliated with Gruber &
McBain Capital Management LLC prior to the offering is 274,500 or 3% and
224,500 or 2.4% after the offering. Gruber & McBain Capital Management LLC
disclaims beneficial ownership of shares held by its affiliated persons and
entities.
(4) John Galt Capital Management has voting and investment power over the
shares held by the John Galt Fund LP and the John Galt Offshore Fund. The
aggregate ownership of these funds and persons that share control over John
Galt Capital Management is 79,995 prior to the offering and 6,900 after
completion of the offering, in each case less than 1% of our outstanding
common stock.
(5) The J.B. Were Global Small Companies Fund and the NZFunds Global Small
Companies Trust are affiliated with Wellington Management Company, L.L.P.
Prior to the offering Wellington Management Company, L.L.P. has shared
power to vote or dispose of 461,800, or 5% of shares of common stock
outstanding prior to the offering and 427,800 shares, or 4.6% after the
offering. Wellington Capital Management Company L.L.P. disclaims beneficial
ownership of these shares except to the extent of its direct pecuniary
interest therein.
PLAN OF DISTRIBUTION
We will not receive any proceeds from the sale of the shares. The shares
are being offered on behalf of the selling stockholders. The shares may be sold
or distributed from time to time by the selling stockholders, or by pledgees,
donees or transferees of, or other successors in interest to, the selling
stockholders, directly to one or more purchasers (including pledgees) or through
brokers, dealers or underwriters who may act solely as agents or may acquire
shares as principals, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices, or at fixed
prices, which may be changed.
The sale of the shares may be effected in one or more of the following
methods:
o ordinary brokers' transactions, which may include long or short sales;
o transactions involving cross or block trades or otherwise on the
Nasdaq National Market;
o purchases by brokers, dealers or underwriters as principal and resale
by such purchasers for their own accounts pursuant to this prospectus;
o "at the market" to or through market makers or into an existing market
for the shares;
o in other ways not involving market makers or established trading
markets, including direct sales to purchases or sales effected through
agents;
o through transactions in options, swaps or other derivatives (whether
exchange-listed or otherwise); or
o any combination of the foregoing, or by any other legally available
means.
In addition, the selling stockholders or their successors in interest
may enter into hedging transactions with broker-dealers who may engage in short
sales of shares in the course of hedging the positions they assume with the
selling stockholders. The selling stockholders or their successors in interest
may also enter into option or other transactions with broker-dealers that
require the delivery by such broker-dealers of the shares, which shares may be
resold thereafter pursuant to this prospectus.
-10-
<PAGE> 12
Brokers, dealers, underwriters or agents participating in the
distribution of the shares as agents may receive compensation in the form of
commissions, discounts or concessions from the selling stockholders and/or
purchasers of the shares for whom such broker-dealers may act as agent, or to
whom they may sell as principal, or both (which compensation as to a particular
broker-dealer may be less than or in excess of customary commissions). The
selling stockholders and any broker-dealers who act in connection with the sale
of shares hereunder may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commissions they receive and proceeds of any sale of
shares may be deemed to be underwriting discounts and commissions under the
securities act. Neither we nor any selling stockholder can presently estimate
the amount of such compensation. We know of no existing arrangements between any
selling stockholder, any other stockholder, broker, dealer, underwriter or agent
relating to the sale or distribution of the shares.
LEGAL MATTERS
The validity of the issuance of common stock will be passed upon for us
by Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended March 31, 1999, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and schedule are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.
-11-
<PAGE> 13
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our filings are available to the public over the
internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's Public Reference Rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. The Public Reference Room in
Washington D.C. is located at 450 Fifth Street, N.W. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Rooms.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference in this prospectus and refer you to the documents listed below:
o our Annual Report on Form 10-K for the fiscal year ended March 31,
1999;
o our Proxy Statement for the 1999 Annual Meeting of Stockholders;
o our Quarterly Reports on Form 10-Q for the quarters ended June 30,
September 30, and December 31, 1999;
o the description of our common stock contained in our registration
statement on Form 8-A, filed on November 2, 1995, including any
amendment or report filed for the purpose of updating the description;
and
o all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since March 31, 1999.
This prospectus is part of a registration statement on Form S-3 filed
with the SEC under the Securities Act of 1933. This prospectus does not contain
all of the information set forth in the registration statement. You should read
the registration statement for further information about our company and the
common stock. You may request a copy of these filings at no cost. Please direct
your requests to:
Investor Relations
Celeritek, Inc.
3236 Scott Boulevard
Santa Clara, California 95054
(408) 986-5060
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. You should not assume
that the information in this prospectus or any prospectus supplement is accurate
as of any date other than the date on the front page of those documents.
-12-
<PAGE> 14
1,499,998 SHARES
CELERITEK, INC.
Common Stock
--------
PROSPECTUS
--------
March __, 2000
You should rely only on the information incorporated by reference or provided in
this prospectus. We have not authorized anyone to give you different
information. The selling stockholders will not make an offer of these shares in
any state where the offer is not permitted. You should not assume that the
information in this prospectus, or any supplement, is accurate as of any date
other than the date on the front of those documents.
Table of Contents:
<TABLE>
<CAPTION>
Page
<S> <C>
About Celeritek 2
Risk Factors 3
Note Regarding Forward-Looking Statements 8
Use of Proceeds 8
Selling Stockholders 9
Plan of Distribution 10
Legal Matters 11
Experts 11
Where You Can Find More Information 12
</TABLE>
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Registrant will pay all reasonable expenses incident to the
registration of the shares other than any commissions and discounts of
underwriters, dealers or agents. Such expenses are set forth in the following
table. All of the amounts shown are estimates except the SEC registration fee.
<TABLE>
<CAPTION>
AMOUNT TO BE PAID
-----------------
<S> <C>
SEC registration fee.................................... $ 15,680
Legal fees and expenses................................. $ 15,000
Accounting fees and expense.............................. $ 25,000
Miscellaneous expenses ................................. $ 4,320
---------
Total ................................................. $ 60,000
=========
</TABLE>
ITEM 15. 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.
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 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<S> <C>
4.1(1) Restated Articles of Incorporation of Registrant
4.2(1) Bylaws of Registrant, as amended to date.
4.3(1) Form of Registrant's Stock Certificate
4.4* Registration Rights Agreement dated February 4, 2000 between the
Registrant and the Parties identified on Exhibit A thereto.
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2* Consent of Counsel (included in Exhibit 5.1)
24.1* Power of Attorney (included on page II-4)
</TABLE>
* Previously filed.
(1) Incorporated by reference from the Company's Registration Statement of Form
S-1 (Commission File No. 33-98854), which became effective on December 19,
1995.
II-1
<PAGE> 16
ITEM 17. UNDERTAKINGS.
Celeritek hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b) To reflect in the prospectus any facts or events arising
after the effective date of the 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;
(c) 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) and (b) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by Celeritek 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
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.
4. That, for the purpose of determining any liability under the
Securities Act, each filing of Celeritek'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.
5. To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Exchange Act; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
6. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Celeritek pursuant to the foregoing provisions, or otherwise, Celeritek has
been advised that in the opinion of the SEC 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 Celeritek of expenses incurred or paid by
a director, officer, or controlling person of Celeritek 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, Celeritek will,
II-2
<PAGE> 17
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.
II-3
<PAGE> 18
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-3 and has duly caused this Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of San Jose, state of
California, on March 6, 2000.
CELERITEK, INC.
By: /s/ TAMER HUSSENI
-----------------------
Tamer Husseni
Chief Executive Officer,
President and Director
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement and Power of Attorney 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 HUSSENI Chief Executive Officer, President and Director March 6, 2000
- --------------------------- (Principal Executive Officer)
Tamer Husseni
/s/ MARGARET E. SMITH Chief Financial Officer and Assistant Secretary March 6, 2000
- --------------------------- (Principal Financial and Accounting Officer)
Margaret E. Smith
* Director March 6, 2000
- ---------------------------
Robert H. Gallagher
* Director March 6, 2000
- ---------------------------
Thomas W. Hubbs
* Director March 6, 2000
- ---------------------------
William D. Rasdal
* Director March 6, 2000
- ---------------------------
Charles P. Waite
*By: /s/ MARGARET E. SMITH
----------------------
Margaret E. Smith
Attorney-in-Fact
</TABLE>
II-4
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<S> <C>
4.1(1) Restated Articles of Incorporation of Registrant
4.2(1) Bylaws of Registrant, as amended to date.
4.3(1) Form of Registrant's Stock Certificate
4.4* Registration Rights Agreement dated February 4, 2000 between the
Registrant and the Parties identified on Exhibit A thereto.
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2* Consent of Counsel (included in Exhibit 5.1)
24.1* Power of Attorney (included on page II-4)
</TABLE>
* Previously filed.
(1) Incorporated by reference from the Company's Registration Statement of Form
S-1 (Commission File No. 33-98854), which became effective on December 19,
1995.
II-5
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3) and related prospectus
of Celeritek, Inc. for the registration of 1,499,998 shares of its common stock
and to the incorporation by reference therein 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
March 6, 2000
