<PAGE>
As filed with the Securities and Exchange Commission on July 23, 1999
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
RF MONOLITHICS, INC.
____________
(Exact name of registrant as specified in its charter)
Delaware 76-1688027
-------- ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
____________
4347 Sigma Road
Dallas, Texas 75244
____________
(Address of principal executive offices)
____________
1997 EQUITY INCENTIVE PLAN
____________
(Full title of the plans)
Sam L. Densmore
President, Chief Executive Officer and Director
4347 Sigma Road
Dallas, Texas 75244
(972) 233-2934
____________
(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, CA 94306
____________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Aggregate Amount of
to be Registered Registered Price per Share (1) Offering Price (1) Registration Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par
value $.001) 200,000 shares $8.9375 $1,787,500 $496.93
========================================================================================================
</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 20, 1999 as reported on the Nasdaq
National Market.
===============================================================================
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NOS.
33-83492; 333-1420; 333-23669 AND 333-59643
The contents of Registration Statement on Form S-8 Nos. 33-83492; 333-1420;
333-23669 and 333-59643 filed with the Securities and Exchange Commission on
August 30, 1994; February 14, 1996; March 20, 1997 and July 23, 1998,
respectively, are incorporated by reference herein.
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.
<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 July 23, 1999.
RF Monolithics, Inc.
By: /s/ Sam L. Densmore
-----------------------------------------
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
- ------------------------------- Officer and Director July 23, 1999
(Sam L. Densmore) (Principal Executive Officer)
/s/ James P. Farley Vice President, Controller and
- ------------------------------- Secretary (Principal Financial July 23, 1999
(James P. Farley) and Accounting Officer)
/s/ Michael R. Bernique Director July 23, 1999
- -------------------------------
(Michael R. Bernique)
/s/ Cornelius C. Bond, Jr. Director July 23, 1999
- -------------------------------
(Cornelius C. Bond, Jr.)
/s/ Dean C. Campbell Director July 23, 1999
- -------------------------------
(Dean C. Campbell)
/s/ Matthew J. Desch Director July 23, 1999
- -------------------------------
(Matthew J. Desch)
/s/ Francis J. Hughes, Jr. Director July 23, 1999
- -------------------------------
(Francis J. Hughes, Jr.)
</TABLE>
<PAGE>
Exhibit 5
[Cooley Letterhead]
July 23, 1999
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 [name of corporation] (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 200,000 shares of the
Company's Common Stock, $.001 par value, (the "Shares") pursuant to its 1997
Equity Incentive Plan, as amended (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/ Matthew B. Hemington
---------------------------------
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 for the 1997 Equity Incentive Program of our
report dated October 14, 1998, appearing in the Annual Report on Form 10-K of RF
Monolithics, Inc. for the year ended August 31, 1998.
DELOITTE & TOUCHE LLP
Dallas, Texas
July 20, 1999
