As filed with the Securities and Exchange Commission on August 10, 1998
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
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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)
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1998 NONSTATUTORY STOCK OPTION PLAN
(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
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<PAGE>
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CALCULATION OF REGISTRATION FEE
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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
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Common Stock,
$.001 par value(2) 500,000 shares $13.06 $6,530,000 $1,926.35
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(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 August 5, 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.
-2-
<PAGE>
The contents of the Registrant's Form S-8 Registration Statement No.
333-49081 as filed with the Securities and Exchange Commission (the "SEC") on
April 1, 1998 is incorporated herein by reference.
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits
--------
Exhibit
Number Documents
- ------------- ----------------------------------------------------------------
4.1* 1998 Nonstatutory Stock Option Plan
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 5)
- ------------------
* Incorporated by reference to the Exhibit filed with the Company's
Registration Statement on Form S-8 No. 333-49081 as filed with the SEC
on April 1, 1998.
-3-
<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 10th day of August, 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)
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<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>
President, Chief Executive Officer August 10, 1998
/s/ Garrett A. Garrettson and Director (Principal Executive
- ---------------------------------- Officer)
(Garrett A. Garrettson)
Executive Vice President, Finance August 10, 1998
and Administration, Chief Financial
/s/ Bruce R. Wright Officer and Secretary (Principal
- ---------------------------------- Financial and Accounting Officer)
(Bruce R. Wright)
/s/ James A. Cole Director August 10, 1998
- ----------------------------------
(James A. Cole)
/s/ Martin Cooper Director August 10, 1998
- ----------------------------------
(Martin Cooper)
/s/ Charles Kissner Director August 10, 1998
- ----------------------------------
(Charles Kissner)
/s/ Robert C. Wilson Director August 10, 1998
- ----------------------------------
(Robert C. Wilson)
/s/ Eric A. Young Director August 10, 1998
- ----------------------------------
(Eric A. Young)
</TABLE>
-5-
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
EXHIBITS
----------------------------------
Registration Statement on Form S-8
SPECTRIAN CORPORATION
August 10, 1998
<PAGE>
SPECTRIAN CORPORATION
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
INDEX TO EXHIBITS
Exhibit Description Number
- --------- ---------------------------------------------------------------------
4.1* 1998 Nonstatutory Stock Option Plan
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 5)
- ------------------
* Incorporated by reference to the Exhibit filed with the Company's
Registration Statement on Form S-8 No. 333-49081 as filed with the SEC
on April 1, 1998.
WILSON SONSINI GOODRICH & ROSATI Exhibit 5.1
PROFESSIONAL CORPORATION -----------
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
August 10, 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 August 10, 1998 in
connection with the registration under the Securities Act of 1933, as amended,
of 500,000 additional shares of your Common Stock (the "Shares") reserved for
issuance under the 1998 Nonstatutory Stock Option Plan (the "Plan" ).
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 Plan and pursuant to the agreement
which accompanies the Plan, 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
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CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Spectrian Corporation:
We consent to incorporation herein by reference of our reports dated April 22,
1998, relating to the consolidated balance sheets of Spectrian Corporation and
subsidiaries as of March 31, 1998 and 1997, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended March 31, 1998, and the related schedule,
which report appears in the March 31, 1998, annual report on Form 10-K of
Spectrian Corporation.
/s/ KPMG Peat Marwick LLP
Mountain View, California
August 7, 1998
