As filed with the Securities and Exchange Commission on May 19, 1998.
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
SPECTRIAN CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 77-0023003
(State of Incorporation) (I.R.S. Employer
Identification No.)
350 West Java Drive
Sunnyvale, California 94089
(408) 745-5400
(Address and telephone number of Registrant's principal executive offices)
-------------------------
Non-Qualified Stock Option Agreement
(Full Title of the Plan)
-------------------------
BRUCE R. WRIGHT
Executive Vice President, Finance and Administration,
Chief Financial Officer and Secretary
Spectrian Corporation
350 West Java Drive
Sunnyvale, California 94089
(408) 745-5400
(Name, address and telephone number of agent for service)
-------------------------
Copy to:
CHRIS F. FENNELL, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
-------------------------
================================================================================
<PAGE>
<TABLE>
<CAPTION>
========================================================================================================================
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock 25,000 $16.47 $411,750.00 $121.47
TOTAL:
<FN>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices per share for the Common Stock as reported on the Nasdaq
National Market System on May 15, 1998.
(2) Includes Preferred Share Purchase Rights which, prior to the occurrence of certain events, will not be
exercisable or evidenced separately from the Common Stock.
========================================================================================================================
</FN>
</TABLE>
-II-
<PAGE>
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (Spectrian Corporation is sometimes referred
to herein as the "Company"):
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1997, filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act");
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
period ended June 28, 1997, filed pursuant to Section 13 of the 1934
Act;
(c) The Company's Quarterly Report on Form 10-Q for the fiscal
period ended September 28, 1997, filed pursuant to Section 13 of the
1934 Act;
(d) The Company's Quarterly Report on Form 10-Q for the fiscal
period ended December 28, 1997, filed pursuant to Section 13 of the
1934 Act;
(e) The Company's Proxy Statement dated July 31, 1997 relating
to the Company's 1997 Annual Meeting of Shareholders;
(f) The Company's Preliminary Proxy Statement dated June 26,
1998 relating to the Company's 1998 Annual Meeting of Shareholders;
(g) The description of the Registrant's Preferred Share
Purchase Rights contained in the Registrant's Registration Statement on
Form 8-A filed January 17, 1997 pursuant to Section 12(g) of the 1934
Act;
(h) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A filed June 9,
1994 pursuant to Section 12(g) of the 1934 Act; and
(i) The description of the Registrant's Common Stock and
Preferred Stock contained in the Registrant's Current Report on 8-K
filed October 10, 1997 pursuant to Section 13 of the 1934 Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act on or after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
-III-
<PAGE>
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law. Delaware
law provides that directors of a corporation will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except for
liability (i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemption as provided in
section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
The Registrant's Bylaws provide that the Registrant shall
indemnify its directors and officers and may indemnify is employees and other
agents to the fullest extent permitted by law. The Registrant believes that
indemnification under its Bylaws covers at least negligence and gross negligence
on the part of indemnified parties. The Registrant's Bylaws also permit the
Registrant to secure insurance on behalf of any officer, director, and employee
or other agents for any liability arising out of his or her actions in such
capacity, regardless of whether the Registrant would have the power to indemnify
him or her against such liability under the General Corporation Law of Delaware.
The Registrant currently has secured such insurance on behalf of its officers
and directors.
The Registrant has entered into agreements to indemnify its
directors and officers, in addition to indemnification provided for in the
Registrant's Bylaws. Subject to certain conditions, these agreements, among
other things, indemnify the Registrant's directors and officers for certain
expenses (including attorney's fees), judgments, fines and settlement amounts
incurred by any such person in any action or proceeding, including any action by
or in the right of the Registrant, arising out of such person's services as a
director or officer of the Registrant, any subsidiary of the Registrant or any
other company or enterprise to which the person provides services at the request
of the Registrant.
Item 7. Exemption from Registration Claimed
Not Applicable.
-IV-
<PAGE>
Item 8. Exhibits
Exhibit
Number Documents
- ------ ---------
4.1 Stock Option Agreement dated 12/15/97 between Registrant and
John Rottenburg
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (see page VIII)
Item 9. Undertakings
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post- effective amendment to this registration statement
to include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended, (the "Securities Act") each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the Delaware General Corporation Law, the
Articles of Incorporation of the Company, the Bylaws of the Company,
indemnification agreements entered into between the Company and its officers and
directors or
-V-
<PAGE>
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company in successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the securities being registered hereunder, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
-VI-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Spectrian Corporation, a corporation organized and existing under
the laws of the State of Delaware, 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 Sunnyvale, State of
California, on this 19th day of May 1998.
SPECTRIAN CORPORATION
By: /s/ Bruce R. Wright
---------------------------------------------
Bruce R. Wright
Executive Vice President, Finance and
Administration, Chief Financial Officer and
Secretary (Principal Financial and Accounting
Officer)
-VII-
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Garrett A. Garrettson and Bruce R.
Wright, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
<TABLE>
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.
<CAPTION>
Signature Title Date
- ---------------------------------- ----------------------------------- -------------------
<S> <C> <C>
/s/ Garrett A. Garrettson President, Chief Executive Officer May 19, 1998
- ---------------------------------- and Director (Principal Executive
(Garrett A. Garrettson) Officer)
Executive Vice President, Finance May 19, 1998
/s/ Bruce R. Wright and Administration, Chief Financial
- ---------------------------------- Officer and Secretary (Principal
(Bruce R. Wright) Financial and Accounting Officer)
/s/ James A. Cole
- ---------------------------------- Director May 19, 1998
(James A. Cole)
/s/ Martin Cooper
- ---------------------------------- Director May 19, 1998
(Martin Cooper)
/s/ Charles Kissner
- ---------------------------------- Director May 19, 1998
(Charles Kissner)
/s/ Robert C. Wilson
- ---------------------------------- Director May 19, 1998
(Robert C. Wilson)
/s/ Eric A. Young
- ---------------------------------- Director May 19, 1998
(Eric A. Young)
</TABLE>
-VIII-
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
EXHIBITS
-------------------------
Registration Statement on Form S-8
SPECTRIAN CORPORATION
May 19, 1998
<PAGE>
SPECTRIAN CORPORATION
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
Exhibit
Number Description Page
- ------------- ------------------------------------------------------- -------
4.1 Stock Option Agreement dated 12/15/97 between
Registrant and John Rottenburg
5.1 Opinion of counsel as to legality of securities being
registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (contained in page VIII)
Exhibit 4.1
SPECTRIAN CORPORATION
I. NOTICE OF STOCK OPTION GRANT
John Rottenburg
You have been granted an option (the "Option") to purchase common stock
("Common Stock") of Spectrian Corporation (the "Company"), subject to the terms
and conditions of the Stock Option Agreement (the "Agreement"), as follows:
Grant Number : 003528
Date of Grant : 12/15/97
Vesting Commencement Date : 12/15/97
Exercise Price per Share : $16.6250
Total Number of Shares Granted : 25,000
Total Exercise Price : $415,625.00
Type of Option : Nonstatutory Stock Option
Expiration Date : 12/15/07
Vesting Schedule :
This Option shall be exercisable, in whole or in part, as to
twenty-five percent (25%) of the shares of Common Stock subject to the Option
twelve months after the Vesting Commencement Date, and 1/48 of the shares of
Common Stock subject to the Option each month thereafter, subject to your
continuous status as an employee or consultant of the Company on such dates.
Termination Period :
This Option shall be exercisable for three months after Optionee ceases
to be an employee or consultant of the Company (but in no event later than the
Expiration Date). If the Optionee's status changes from an employee of the
Company to a consultant of the Company or from a consultant of the Company to an
employee of the Company, this Agreement shall remain in effect.
<PAGE>
II. STOCK OPTION AGREEMENT
1. Grant of Option. The Board of Directors of the Company (the "Board")
hereby grants to Optionee the Option to purchase the total number of shares
granted set forth in the Notice of Grant, at the exercise price per share set
forth in the Notice of Grant (the "Exercise Price").
2. Exercise of Option. This Option shall be exercisable during its term
in accordance with the Vesting Schedule set out in the Notice of Grant, subject
to the following:
(a) Right to Exercise.
(i) This Option may not be exercised for a fraction
of a share.
(ii) In the event of termination of Optionees,
continuous status as an employee or consultant of the Company, the
exercisability of the Option is governed by sections 4, 5 and 6 below, subject
to the limitation contained in subsection 2(a)(iii).
(iii) In no event may this Option be exercised after
the Expiration Date as set forth in the Notice of Grant.
(b) Method of Exercise. This Option is exercisable by delivery
of an exercise notice, in the form attached as Exhibit A (the "Exercise
Notice"), which shall state the election to exercise the Option, the number of
shares of Common Stock ("Shares") in respect of which the Option is being
exercised (the "Exercised Shares"), and such other representations and
agreements as may be required by the Company. The Exercise Notice shall be
completed by the Optionee and shall be delivered to Stock Option Administrator
of the Company. The Exercise Notice shall be accompanied by payment of the
aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed
to be exercised upon receipt by the Company of such fully executed Exercise
Notice accompanied by such aggregate Exercise Price.
No Shares shall be issued pursuant to the exercise of this
Option unless such issuance and exercise complies with applicable laws. Assuming
such compliance, for income tax purposes the Exercised Shares shall be
considered transferred to the Optionee on the date the Option is exercised with
respect to such Exercised Shares.
3. Method of Payment. Payment of the Exercise Price shall be by any of
the following, or a combination thereof, at the election of the Optionee:
(a) cash;
(b) check; or
(c) surrender of other Shares which (i) in the case of Shares
acquired pursuant to the exercise of a Company option, have been owned by the
Optionee for more than six (6) months on
-2-
<PAGE>
the date of surrender, and (ii) have a fair market value (determined by the per
share closing sales price (or the closing bid, if no sales were reported) as
quoted on the NASDAQ National Market) ("Fair Market Value") on the date of
surrender equal to the Exercise Price of the Shares as to which the Option is
being exercised.
4. Termination of Relationship. In the event of an Optionee's
continuous status as an employee or consultant of the Company terminates for any
reason other than death or Disability (as defined in Section 5 below), this
Option may be exercised for a period of three months after the date of such
termination (but in no event later than the Expiration Date) to the extent that
the Option is vested on the date of such termination. To the extent that
Optionee does not exercise this Option within the time specified herein, the
Option shall terminate.
5. Disability of Optionee. In the event of termination of Optionee's
status as an employee or consultant of the Company as a result of Optionee's
disability (within the meaning of Section 22(e)(3) of the Code) ("Disability"),
this Option may be exercised for a period of twelve (12) months after the date
of such termination (but in no event later than the Expiration Date) to the
extent that the Option is vested on the date of such termination. To the extent
that Optionee does not exercise this Option within the time specified herein,
the Option shall terminate.
6. Death of Optionee. In the event of the death of Optionee, this
Option may be exercised at any time within twelve (12) months following the date
of Optionee's death (but in no event later than the Expiration Date), by the
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent that the Optionee was entitled
to exercise the Option at the date of death. If, after death, the Optionee's
estate or a person who acquired the right to exercise the Option by bequest or
inheritance does not exercise the Option within the time specified herein, the
Option shall terminate.
7. Non-Transferability of Option. Unless determined otherwise by the
Board, this Option may not be transferred in any manner otherwise than by will
or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by the Optionee. The terms of this Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of the
Optionee. If the Board makes the Option transferable, the Option shall contain
such additional terms and conditions as the Board deems appropriate.
8. Adjustments Upon Changes in Capitalization, Dissolution, Merger or
Asset Sale.
(a) Changes in Capitalization. Subject to any required action
by the shareholders of the Company, the number of Shares covered by this Option,
as well as the price per Share covered by this Option, shall be proportionately
adjusted for any increase or decrease in the number of issued Shares resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued Shares effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose
-3-
<PAGE>
determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of Shares subject to this Option.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Board shall notify the Optionee
at least fifteen (15) days prior to such proposed action. To the extent the
Option has not been previously exercised, the Option will terminate immediately
prior to the consummation of such proposed action.
(c) Merger or Asset Sale. In the event of a merger of the
Company with or into another corporation, or the sale of substantially all of
the assets of the Company, the Option shall be assumed or an equivalent option
shall be substituted by such successor corporation or a parent or subsidiary of
such successor corporation. For the purposes of this paragraph, the Option shall
be considered assumed if, following the merger or sale of assets, the option
confers the right to purchase, for each Share of optioned stock subject to the
Option immediately prior to the merger or sale of assets, the consideration
(whether stock, cash, or other securities or property) received in the merger or
sale of assets by holders of Common Stock for each Share held on the effective
date of the transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the merger or
sale of assets was not solely common stock of the successor corporation or its
parent, the Board may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the Option, for each
Share of optioned stock subject to the Option, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.
9. Tax Consequences. Some of the federal tax consequences relating to
the exercise and disposition of this Option, as of the date of this Option, are
set forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
(a) Exercising the Option. The Optionee may incur regular
federal income tax liability upon exercise of the Option. The Optionee will be
treated as having received compensation income (taxable at ordinary income tax
rates) equal to the excess, if any, of the Fair Market Value of the Exercised
Shares on the date of exercise over their aggregate Exercise Price. If the
Optionee is an employee or a former employee, the Company will be required to
withhold from his compensation or collect from Optionee and pay to the
applicable taxing authorities an amount in cash equal to a percentage of this
compensation income at the time of exercise, and may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.
-4-
<PAGE>
(b) Disposition of Shares. If the Optionee holds Shares
acquired upon exercise of the Option for at least one year, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal
income tax purposes.
10. Entire Agreement; Governing Law. This Agreement constitutes the
entire agreement of the parties with respect to the subject matter hereof and
supersedes in its entirety all prior undertakings and agreements of the Company
and Optionee with respect to the subject matter hereof, and may not be modified
except by means of a writing signed by the Company and Optionee. This agreement
is governed by the internal substantive laws, but not the choice of law rules,
of California.
11. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES
THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING TO PROVIDE SERVICES AS AN EMPLOYEE OR CONSULTANT OF THE
COMPANY AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR
BEING GRANTED AN OPTION). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET
FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS AN EMPLOYEE OR CONSULTANT OF THE COMPANY FOR THE VESTING PERIOD,
FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE
COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS AN EMPLOYEE OR
CONSULTANT OF THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.
-5-
<PAGE>
By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of this Agreement. Optionee has reviewed this
Agreement in its entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement and fully understands all provisions
of this Agreement. Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Board upon any questions relating
to this Agreement. Optionee further agrees to notify the Company upon any change
in the residence address indicated below.
OPTIONEE: SPECTRIAN CORPORATION
Signature: /s/ John Rottenburg By: Garrett A. Garrettson
-------------------- ----------------------------------
Print Name: John Rottenburg Title: President and Chief Executive Officer
------------------- -------------------------------------
-6-
<PAGE>
EXHIBIT A
SPECTRIAN CORPORATION
EXERCISE NOTICE
Spectrian Corporation
350 West Java Drive
Sunnyvale, CA 94089
Attention: Stock Option Administrator
1. Exercise of Option. Effective as of today, ___________, ______, the
undersigned ("Optionee") hereby elects to exercise Optionee's option (the
"Option") to purchase _________ shares (the "Shares") of the common stock
("Common Stock") of Spectrian Corporation (the "Company") under and pursuant to
the Stock Option Agreement dated ______________, ______ (the "Agreement").
2. Representations of Optionee. Optionee acknowledges that Optionee has
received, read and understood the Agreement and agrees to abide by and be bound
by its terms and conditions.
3. Rights as Shareholder. Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a shareholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option. The
Company shall issue (or cause to be issued) such stock certificate promptly
after the Option is exercised. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the stock certificate
is issued, except as provided in Section 8 of the Agreement.
4. Tax Consultation. Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee's purchase or disposition of
the Shares. Optionee represents that Optionee has consulted with any tax
consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.
5. Delivery of Payment. Optionee herewith delivers to the Company the
full Exercise Price for the Shares.
-7-
<PAGE>
6. Entire Agreement. The Agreement is incorporated herein by reference.
The Agreement and this Exercise Notice constitute the entire agreement of the
parties and supersede in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the subject matter hereof.
Submitted by: Accepted by:
OPTIONEE: SPECTRIAN CORPORATION
By:
- --------------------------- ------------------------------
Its:
------------------------------
Address:
- ----------------------------------
- ----------------------------------
-8-
Exhibit 5.1
-----------
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD JOHN ARNOT WILSON
RETIRED
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
May 19, 1998
Spectrian Corporation
350 West Java Drive
Sunnyvale, California 94089
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about May __, 1998, in
connection with the registration under the Securities Act of 1933, as amended,
of 25,000 shares of your Common Stock (the "Shares") reserved for issuance under
the Non-Qualified Stock Option Agreement (the "Agreement").
As your legal counsel, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
sale and issuance of the Shares. It is our opinion that the Shares, when issued
and sold in the manner referred to in the Agreement, will be legally and validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to said
Registration Statement and further consent to the use of our name wherever
appearing in said Registration Statement and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
------------------------------------
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Spectrian Corporation:
We consent to incorporation herein by reference of our reports dated April 11,
1997, relating to the consolidated balance sheets of Spectrian Corporation and
subsidiaries as of March 31, 1997 and 1996, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of the
years in the three-year period ended March 31, 1997, and the related schedule,
which reports appear or are incorporated by reference in the March 31, 1997,
annual report on Form 10-K of Spectrian Corporation.
/S/ KPMG PEAT MARWICK LLP
- -------------------------
Mountain View, CA
May 19, 1998
