<PAGE>
As filed with the Securities and Exchange Commission on March 17, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RF MONOLITHICS, INC.
(Exact name of registrant as specified in its charter)
-----------------------------
DELAWARE 75-1688027
(State of Incorporation) (I.R.S. Employer Identification No.)
4441 SIGMA ROAD
DALLAS, TEXAS 75244
(972) 233-2903
- --------------------------------------------------------------------------------
(Address of principal executive offices)
AMENDED AND RESTATED 1982 STOCK OPTION PLAN
(Full title of the plans)
SAM L. DENSMORE
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
RF MONOLITHICS, INC.
4441 SIGMA ROAD
DALLAS, TEXAS 75244
(972) 233-2903
- --------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
Copies to:
MATTHEW B. HEMINGTON, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306
(415) 843-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par
value $.001) 150,000 $12.875 $1,931,250.00 $585.23
=====================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c). The price per share and
aggregate offering price are based upon the closing sales price of
Registrant's Common Stock on March 14, 1997 as reported on the NASDAQ
National Market System.
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NOS. 33-83492 AND 333-1420
The contents of Registration Statement on Form S-8 No. 33-83492 and 333-
1420 filed with the Securities and Exchange Commission on August 30, 1994 and
February 14, 1996 are incorporated by reference herein.
EXHIBITS
EXHIBIT
NUMBER
- ------
5 Opinion of Cooley Godward llp.
23.1 Consent of Deloitte & Touche llp, independent auditors.
23.2 Consent of Cooley Godward llp is contained in Exhibit 5 to this
Registration Statement.
24 Power of Attorney is contained on the signature pages.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Dallas, State of Texas, on March 14, 1997.
RF MONOLITHICS, INC.
By: /s/ Sam L. Densmore
----------------------------------------
Sam L. Densmore
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Sam L. Densmore and James P. Farley, and
each or any one of them, his true and lawful attorney-in-fact and agent, 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, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
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 any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Sam L. Densmore President, Chief Executive March 14, 1997
- ---------------------------- Officer and Director
(Sam L. Densmore) (Principal Executive Officer)
/s/ James P. Farley Controller and Secretary March 14, 1997
- ---------------------------- (Principal Financial and
(James P. Farley) Accounting Officer)
/s/ Cornelius C. Bond, Jr. Director March 14, 1997
- ----------------------------
(Cornelius C. Bond, Jr.)
/s/ Dean C. Campbell Director March 14, 1997
- ----------------------------
(Dean C. Campbell)
/s/ Francis J. Hughes, Jr. Director March 14, 1997
- ----------------------------
(Francis J. Hughes, Jr.)
<PAGE>
EXHIBIT 5
March 14, 1997
RF Monolithics, Inc.
4441 Sigma Road
Dallas, Texas 75244
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by RF Monolithics, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 150,000 shares of the
Company's Common Stock, $.001 par value, (the "Shares") pursuant to its Amended
and Restated 1982 Stock Option Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and By-laws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ Craig E. Dauchy
-------------------
Craig E. Dauchy
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
RF Monolithics, Inc. on Form S-8 of our report dated October 23, 1996,
appearing, in the Annual Report on Form 10-K of RF Monolithics, Inc. for the
year ended August 31, 1996.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Dallas, Texas
March 14, 1997
