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As filed with the Securities and Exchange Commission on April 17, 2000
Registration No. 333-
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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 76-1638027
(State or other jurisdiction of incorporation (Employer Identification No.)
or organization)
4347 Sigma Road, Dallas, Texas 75244
(Address of Principal Executive Offices) (Zip Code)
1994 EMPLOYEE STOCK PURCHASE PLAN
1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
1997 EQUITY INCENTIVE PLAN
1999 EQUITY INCENTIVE PLAN
(Full title of the plans)
David M. Kirk, President and Chief Executive Officer
RF Monolithics, Inc.
4347 Sigma Road
Dallas, Texas 75244
(972) 233-2903
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
Worsham Forsythe Wooldridge LLP
Attn: Stephen C. Morton, Esq.
1601 Bryan Street, 30/th/ Floor
Dallas, Texas 75201
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
REGISTERED(1) PRICE PER SHARE (2) OFFERING PRICE(3) REGISTRATION FEE
_________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock and Stock Options, 676,200 shares $12.89 $8,716,218 $2,302.00
par value $ .001 per share.
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(1) The aggregate number of shares to be issued pursuant to all of the plans
pursuant to this registration statement.
(2) Estimated, pursuant to Rule 457(c) and (h) of the 1933 Act, solely for the
purpose of determining the registration fee (based on the average of the high
and low price per share of Common Stock of RF Monolithics, Inc. reported on the
NASDAQ national market on April 13, 2000).
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NOS.
33-83492; 333-1420; 333-23669; 333-59643, 333-83667 AND 333-83689
The contents of Registration Statement on Form S-8 Nos. 33-83492; 333-1420;
333-23669; 333-59643, 333-83667 and 333-83689 filed with the Securities and
Exchange Commission on August 30, 1994; February 14, 1996; March 20, 1997; July
23, 1998; July 23, 1999; and July 23, 1999, respectively, are incorporated by
reference herein.
EXHIBITS
Exhibit No. Description
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5.1 Opinion of Worsham Forsythe Wooldridge LLP
23.1 Consent of Worsham Forsythe Wooldridge LLP(contained in Exhibit
5.1).
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (see signature page).
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POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears
below hereby appoints the Agent for Service named in this registration statement
as his or her attorney in fact to sign in his or her name and behalf, in any and
all capacities stated below, and to file with the Securities and Exchange
Commission, any and all amendments, including post-effective amendments, to this
registration statement, and the registrant hereof also appoints such Agent for
Service as its attorney-in-fact with like authority to sign and file any such
amendments in its name and behalf.
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 April 17, 2000.
RF MONOLITHICS, INC.
By: /s/ David M. Kirk
---------------------------------------------
David M. Kirk, President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and with date indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David M. Kirk
- ----------------------------------------------
(David M. Kirk, President and Principal Executive Officer and Director April 17, 2000
Chief Executive Officer)
/s/ James P. Farley
- ----------------------------------------------
(James P. Farley, Vice President, Controller Principal Financial Officer April 17, 2000
and Secretary) and Principal Accounting Officer
/s/ Michael R. Bernique
- ----------------------------------------------
(Michael R. Bernique, Chairman of the Board) Director April 17, 2000
/s/ Cornelius C. Bond, Jr.
- ----------------------------------------------
(Cornelius C. Bond, Jr.) Director April 17, 2000
/s/ Dean C. Campbell
- ----------------------------------------------
(Dean C. Campbell) Director April 17, 2000
/s/ Francis J. Hughes, Jr.
- ----------------------------------------------
(Francis J. Hughes, Jr.) Director April 17, 2000
</TABLE>
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INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
5.1 Opinion of Worsham Forsythe Wooldridge LLP
23.1 Consent of Worsham Forsythe Wooldridge LLP (included in Exhibit
5.1).
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on signature page).
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Exhibit 5.1
WORSHAM FORSYTHE WOOLDRIDGE LLP
Attorneys and Counselors at Law
1601 Bryan Street, 30th Floor
Dallas, Texas 75201
__________
Telephone (214) 979-3000
Fax (214) 880-0011
April 17, 2000
RF Monolithics, Inc.
4441 Sigma Road
Dallas, Texas 75244
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 to be filed by RF
Monolithics, Inc. ("Company") on or about the date hereof with the Securities
and Exchange Commission ("Commission") under the Securities Act of 1933, as
amended, for the registration of 676,200 shares of common stock, $.001 par value
per share ("Stock"), to be offered from time to time under the Company's 1994
Employee Stock Purchase Plan, as amended, 1994 Non-Employee Directors' Stock
Option Plan, 1997 Equity Incentive Plan, as amended and 1999 Equity Incentive
Plans, as amended (the "Plans"), we are of the opinion that:
1. The Company is a corporation validly organized and existing under the
laws
of the State of Delaware.
2. All requisite action on the part of the Company's Board of Directors
with respect to the issuance and delivery of Stock to be issued directly by the
Company will have been taken when such Stock shall have been issued and
delivered as contemplated in the Plans.
3. Any Stock to be issued directly by the Company will be validly issued,
fully paid and non-assessable when such Stock shall have been issued and
delivered as contemplated in the Plans.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the aforementioned Registration Statement.
Very truly yours,
WORSHAM FORSYTHE WOOLDRIDGE LLP
By: /s/ Stephen C. Morton
----------------------------------
A Partner
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
RF Monolithics, Inc. on Form S-8 for the 1994 Employee Stock Purchase Plan, the
1994 Non-Employee Directors' Stock Option Plan, the 1997 Equity Incentive Plan
and the 1999 Equity Incentive Plan of our report dated October 21, 1999,
appearing in the Annual Report on Form 10-K of RF Monolithics, Inc. for the year
ended August 31, 1999.
/s/ DELOITTE & TOUCHE LLP
Dallas, Texas
April 10, 2000
