As filed with the Securities and Exchange Commission on August 17, 2000.
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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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Qualified Stock Option Agreements
1998 Nonstatutory Stock Option Plan
(Full Title of Plans)
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MICHAEL D. ANGEL
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)
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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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<TABLE>
<CAPTION>
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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 Price(2) Fee
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<S> <C>
Common Stock, $.001 par
value, to be issued under
the 1998 Nonstatutory
Stock Option Plan(3) 250,000 $14.25(1) $ 3,562,500 $ 940.50
---------------------------- ---------------------- --------------------- ----------------------- ----------------------
Common Stock, $.001 par
value, to be issued under
the Non-Qualified Stock
Option Agreements with
T. Waechter(3) 250,000 $23.063 $ 5,765,625 $1,522.13
---------------------------- ---------------------- --------------------- ----------------------- ----------------------
Common Stock, $.001 par value,
to be issued under the
Non-Qualified Stock Option
Agreement with
M. Angel(3) 110,000 $22.50 $ 2,475,000 $ 653.40
---------------------------- ---------------------- --------------------- ----------------------- ----------------------
Common Stock, $.001 par value,
to be issued under the
Non-Qualified Stock Option
Agreement with
J. Quinn(3) 50,000 $11.375 $ 568,750 $ 150.15
---------------------------- ---------------------- --------------------- ----------------------- ----------------------
Common Stock, $.001 par value,
to be issued under the
Non-Qualified Stock Option
Agreement with
G. Garrettson(3) 25,000 $22.25 $ 556,250 $ 146.85
---------------------------- ---------------------- --------------------- ----------------------- ----------------------
Total $12,928,125 $3,413.03
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<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 August 10, 2000.
(2) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this
Registration Statement shall also cover any additional shares of the
Registrant's Common Stock that becomes issuable under the 1998
Nonstatutory Stock Plan and the Non-Qualified Stock Option Agreements
with Messrs. Waechter, Angel, Garrettson and Quinn.
(3) 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>
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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, 2000, filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act");
(b) The Company's Proxy Statement dated July 28, 2000 relating
to the Company's 2000 Annual Meeting of Shareholders;
(c) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 2, 2000, filed pursuant to Section 13 of the 1934
Act;
(d) 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;
(e) 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
(f) 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.
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.
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The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers and may indemnify its 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.
<TABLE>
Item 8. Exhibits
<CAPTION>
Exhibit
Number Documents
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<S> <C> <C>
4.1 1998 Nonstatutory Stock Option Plan and form of Stock Option Agreement.
4.2 Stock Option Agreement dated April 10, 2000 between
Registrant and Thomas H. Waechter
4.3 Stock Option Agreement dated December 10, 1999 between
Registrant and Michael D. Angel.
4.4 Stock Option Agreement dated December 13, 1999 between
Registrant and John P. Quinn
4.5 Stock Option Agreement dated November 18, 1997 between
Registrant and Garrett A. Garrettson
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2.1 Consent of PricewaterhouseCoopers LLP
23.2.2 Consent of KPMG LLP
24.1 Power of Attorney (see page 6)
</TABLE>
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
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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
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.
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<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 17th day of August 2000.
SPECTRIAN CORPORATION
By: /s/ Michael D. Angel
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Michael D. Angel
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 Thomas H. Waechter and Michael D. Angel,
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/ Thomas H. Waechter President, Chief Executive Officer and
------------------------------------------ Director (Principal Executive Officer) August 17, 2000
(Thomas H. Waechter)
Executive Vice President, Finance and
Administration, Chief Financial Officer
/s/ Michael D. Angel and Secretary (Principal Financial and
------------------------------------------ Accounting Officer) August 17, 2000
(Michael D. Angel)
/s/ Garrett A. Garrettson Director and Chairman August 17, 2000
------------------------------------------
(Garrett A. Garrettson)
/s/ James A. Cole Director August 17, 2000
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(James A. Cole)
/s/ Martin Cooper Director August 17, 2000
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(Martin Cooper)
/s/ Charles D. Kissner Director August 17, 2000
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(Charles D. Kissner)
/s/ Robert W. Shaner Director August 17, 2000
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(Robert W. Shaner)
/s/ Robert C. Wilson Director August 17, 2000
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(Robert C. Wilson)
</TABLE>
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
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Registration Statement on Form S-8
SPECTRIAN CORPORATION
August 17, 2000
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<TABLE>
SPECTRIAN CORPORATION
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
<CAPTION>
Exhibit
Number Description Page
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<S> <C> <C>
4.1 1998 Nonstatutory Stock Option Plan. 9
4.2 Stock Option Agreement dated April 10, 2000 between Registrant and 24
Thomas H. Waechter
4.3 Stock Option Agreement dated December 10, 1999 between Registrant and 29
Michael D. Angel.
4.4 Stock Option Agreement dated December 13, 1999 between Registrant and 34
John P. Quinn
4.5 Stock Option Agreement dated November 18, 1997 between Registrant and 39
Garrett A. Garrettson
5.1 Opinion of counsel as to legality of securities being registered 44
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2.1 Consent of PricewaterhouseCoopers LLP 45
23.2.2 Consent of KPMG LLP 46
24.1 Power of Attorney (see page 6)
</TABLE>
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