As filed with the Securities and Exchange Commission on October 15, 1997
Registration No. 333-32125
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective
Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SPECTRIAN CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 350 W. Java Drive 77-0023003
(State or other Sunnyvale, California 94089 (I.R.S. Employe
jurisdiction of (408) 745-5400 Identification Number)
incorporation or
organization)
(Address, including zip code, and
telephone number, including
area code, of Registrant's
principal executive offices)
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BRUCE R. WRIGHT
Executive Vice President, Finance and Administation,
Chief Financial Office and Secretary
Spectrian Corporation
350 W. Java Drive
Sunnyvale, California 94089
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
ROBERT P. LATTA, ESQ. ROBERT V. GUNDERSON, JR., ESQ.
CHRIS F. FENNELL, ESQ. JAY K. HACHIGIAN, ESQ.
Wilson, Sonsini, Goodrich & Rosati Gunderson Dettmer Stough Villeneuve
Professional Corporation Franklin & Hachigian LLP
650 Page Mill Road 155 Constitution Drive
Palo Alto, California 94304-1050 Menlo Park, California 94025
(415) 493-9300 (415) 321-2400
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Date of commencement of sale to the public:
August 14, 1997
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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, please check the following box. [ ]
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 the only securities being delivered pursuant to this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
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 registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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<PAGE>
SUPPLEMENTAL NOTE
This Registration Statement was declared effective by the Securities
and Exchange Commission on August 14, 1997. Of the 2,300,000 shares of Common
Stock, no par value per share, of the Company registered on this Registration
Statement, the Company commenced the sale of 2,000,000 such shares to the
Underwriters on August 14, 1997, and granted the Underwriters an option to
purchase up to 300,000 such shares for the purpose of covering over-allotments,
in each case pursuant to the Underwriting Agreement and all as further described
under the caption "Underwriters" in the Prospectus forming a part of this
Registration Statement. The Registrant hereby withdraws from registration
300,000 shares of Common Stock registered to cover an over-allotment option
granted to the Underwriters. The over-allotment option was not exercised and has
expired with respect to the 300,000 shares in accordance with its terms.
Accordingly, the Registration Statement is hereby amended, as appropriate, to
reflect the expiration of such option.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post- Effective Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunnyvale, State of California, on October 15, 1997.
SPECTRIAN CORPORATION
By: /S/ BRUCE R. WRIGHT
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Bruce R. Wright
Executive Vice President,
Finance and Administration,
Chief Financial Officer and Secretary
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<CAPTION>
Signatures Title Date
- --------------------------------------------- ---------------------------------------------- ----------------
<S> <C> <C>
/S/ GARRETT A. GARRETTSON* President, Chief Executive Officer and October 15, 1997
- --------------------------------------------- Director (Principal Executive Officer)
(Garrett A. Garrettson)
/S/ BRUCE R. WRIGHT Executive Vice President, Finance and October 15, 1997
- --------------------------------------------- Administration, Chief Financial
(Bruce R. Wright) Officer and Secretary (Principal
Financial Accounting Officer)
/S/ JAMES A. COLE* Director October15, 1997
- ---------------------------------------------
(James A. Cole)
/S/ ROBERT C. WILSON* Director October 15, 1997
- ---------------------------------------------
(Robert C. Wilson)
/S/ ERIC A. YOUNG* Director October 15, 1997
- ---------------------------------------------
(Eric A. Young)
/S/ MARTIN COOPER* Director October 15, 1997
- ---------------------------------------------
(Martin Cooper)
*By: /S/ BRUCE R. WRIGHT
- -------------------------
(Bruce R. Wright, Attorney-in-Fact)
</TABLE>
