<PAGE>
As filed with the Securities and Exchange Commission on July 23, 1998
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
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RF MONOLITHICS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware 76-1688027
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(State of Incorporation) (I.R.S. Employer Identification No.)
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4347 SIGMA ROAD
DALLAS, TEXAS 75244
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(Address of principal executive offices)
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1997 EQUITY INCENTIVE PLAN
1994 EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plans)
SAM L. DENSMORE
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
4347 SIGMA ROAD
DALLAS, TEXAS 75244
(972) 233-2934
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
MATTHEW B. HEMINGTON, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CA 94306
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE
BE REGISTERED AMOUNT TO BE (1) (1) AMOUNT OF REGISTRATION
REGISTERED FEE
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<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par
value $.001) 500,000 $11.25 $5,625,000.00 $1,660.00
=================================================================================================================================
</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 July 21, 1998 as reported on the NASDAQ
National Market System.
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NOS.
33-83492; 333-1420 AND 333-23669
The contents of Registration Statement on Form S-8 Nos. 33-83492; 333-1420
and 333-23699 filed with the Securities and Exchange Commission on August 30,
1994; February 14, 1996 and March 20, 1997, respectively, are incorporated by
reference herein.
In 1982, the Board adopted the Amended and Restated 1982 Stock Option
Plan, as amended (the "1982 Plan"). In October 1997, the Board of Directors
amended and restated the 1982 Plan as the 1997 Equity Incentive Plan to enhance
the flexibility of the Board and the Compensation Committee in granting stock
awards to the Company's employees, directors and consultants and to ensure that
the Company can continue to grant stock options to employees at levels
determined appropriate by the Board and the Compensation Committee.
EXHIBITS
EXHIBIT
NUMBER
- ------
5 Opinion of Cooley Godward LLP.
23.1 Consent of Deloitte & Touche LLP
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.
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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 July 22, 1998.
RF Monolithics, Inc.
By: /s/ Sam L. Densmore
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Sam L. Densmore
President and Chief Executive Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Sam L. Densmore President, Chief Executive July 22, 1998
- ----------------------------------------------- Officer and Director (Principal Executive
(Sam L. Densmore) Officer)
/s/ James P. Farley Vice President, Controller and Secretary July 22, 1998
- ----------------------------------------------- (Principal Financial and Accounting
(James P. Farley) Officer)
Director
- -----------------------------------------------
(Michael R. Bernique)
Director
- -----------------------------------------------
(Cornelius C. Bond, Jr.)
/s/ Dean C. Campbell Director July 22, 1998
- -----------------------------------------------
(Dean C. Campbell)
/s/ Matthew J. Desch Director July 22, 1998
- -----------------------------------------------
(Matthew J. Desch)
/s/ Francis J. Hughes, Jr. Director July 22, 1998
- -----------------------------------------------
(Francis J. Hughes, Jr.)
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Cooley Godward LLP
23.1 Consent of Deloitte & Touche LLP
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>
Exhibit 5
[Cooley Letterhead]
July 22, 1998
RF MONOLITHICS, INC.
4347 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 500,000 shares of the
Company's Common Stock, $.001 par value, (the "Shares") pursuant to its 1994
Employee Stock Purchase Plan, as amended, and the 1997 Equity Incentive Plan
(the "Plans").
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 Plans, 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/ Matthew B. Hemington
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Matthew B. Hemington
<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 17, 1997, appearing
in the Annual Report on Form 10-K of RF Monolithics, Inc. for the year ended
August 31, 1997.
DELOITTE & TOUCHE LLP
Dallas, Texas
July 21, 1998
