<PAGE>
As filed with the Securities and Exchange Commission on November 9, 1999
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
ORTEL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-3494360
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
-----------------------------
2015 West Chestnut Street
Alhambra, California 91803-1542
(Address of Principal Executive Offices including Zip Code)
-----------------------------
1994 EQUITY PARTICIPATION PLAN
OF ORTEL CORPORATION
(Full Title of the Plan)
-----------------------------
STEPHEN R. RIZZONE Copy to:
Chairman of the Board, President, Regina M. Schlatter
and Chief Executive Officer Latham & Watkins
ORTEL CORPORATION 650 Town Center Drive, Twentieth Floor
2015 W. Chestnut Street Costa Mesa, California 92626
Alhambra, California 91803-1542 (714) 540-1235
(818) 281-3636
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(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
to be Offering Price Offering Registration
Registered (1) Per Share (2) Price (2) Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value (3) 3,000,000 Shares $19.119 $57,356,729 $15,946
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) 1,500,000 shares issuable under the 1994 Equity Participation Plan of Ortel
Corporation, as amended (the "Plan") have already been registered pursuant
to Registration Statement on Form S-8 (No. 33-91182).
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The Proposed Maximum Aggregate Offering Price Per
Share is the sum of (x) the weighted average exercise price of $19.7012 for
outstanding options to purchase 1,707,619 shares and (y) the average of the
high and low price of the Common Stock, as reported on The Nasdaq Stock
Market on November 2, 1999 ($31.5625) for the remaining 1,292,381 shares.
(3) Each share of Common Stock being registered hereunder, if issued prior to
the termination by the Company of its Rights Agreement, will include one
Common Share Purchase Right. Prior to the occurrence of certain events, the
Common Share Purchase Rights will not be exercisable or evidenced separately
from the Common Stock.
Proposed sale to take place as soon after the effective date of the Registration
Statement as options granted under the Plan are exercised.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or
included in this Registration Statement (by incorporation by reference or
otherwise) in accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement covers 4,500,000 additional shares of Common
Stock reserved for issuance under the 1994 Equity Participation Plan of Ortel
Corporation, as amended (the "Plan"). The Company previously filed with the
Commission a Registration Statement on Form S-8 (No. 33-91182) (the "Prior
Registration Statement") covering an aggregate of 1,500,000 shares issuable
under the Plan. Pursuant to General Instruction E of Form S-8, the contents of
the Prior Registration Statement are incorporated by reference herein to the
extent not modified or superseded thereby or by any subsequently filed document
which is incorporated by reference herein or therein.
Item 5. Named Experts
The financial statements and schedules of Ortel Corporation as of April 30,
1999 and 1998, and for each of the years in the three-year period ended April
30, 1999 have been incorporated by reference herein in reliance upon the report
of KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
Item 8. Exhibits
See Index to Exhibits on page 4.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 Alhambra, State of California, on this 8th day of
November 1999.
Ortel Corporation, a Delaware corporation
By: /s/ STEPHEN R. RIZZONE
--------------------------------------
Stephen R. Rizzone
President, Chief Executive Officer, and
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Roger Hay as attorney-in-fact and agent with full power of substitution and
resubstitution, to sign on his behalf, individually and in the capacities stated
below, and to file any and all amendments, including post-effective amendments,
to this Registration Statement and other documents in connection therewith, with
the Commission, granting to said attorney-in-fact and agent full power and
authority to perform any other act on behalf of the undersigned required to be
done in the premises.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities as of
November 8, 1999.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ STEPHEN R. RIZZONE President, Chief Executive Officer, and Chairman of the Board
- ------------------------
Stephen R. Rizzone
/s/ ROGER HAY Vice President, Chief Financial Officer and Treasurer
- ------------------------
Roger Hay
/s/ NADAV BAR-CHAIM Director
- ------------------------
Nadav Bar-Chaim
/s/ JOHN R. GAULDING Director
- ------------------------
John R. Gaulding
/s/ TATSUTOKU HONDA Director
- ------------------------
Tatsutoku Honda
/s/ ANTHONY J. IORILLO Director
- ------------------------
Anthony J. Iorillo
/s/ LUTHER J. NUSSBAUM Director
- ------------------------
Luther J. Nussbaum
/s/ WAYNE L. TYLER Director
- ------------------------
Wayne L. Tyler
/s/ AMNON YARIV Director
- ------------------------
Amnon Yariv
</TABLE>
3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<C> <S> <C>
4.1 Rights Agreement dated March 3, 1995 between Ortel Corporation (Note 1)
and First Interstate Bank of California
5.1 Opinion of Latham & Watkins 5
23.1 Consent of Latham & Watkins (included in Exhibit 5.1)
23.2 Consent of KPMG LLP 6
24 Power of Attorney (included in the signature page to this
Registration Statement)
</TABLE>
_______________________
(1) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended January 31, 1995.
4
<PAGE>
EXHIBIT 5.1
[Latham & Watkins Letterhead]
November 8, 1999
Board of Directors
Ortel Corporation
2015 W. Chestnut Street
Alhambra, California 91803
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended, of an additional 3,000,000 shares (the "Shares") of common stock,
$.001 par value, of Ortel Corporation, a Delaware corporation (the "Company"),
issuable under the 1994 Equity Participation Plan of Ortel Corporation, as
amended (the "Plan") by the Company on a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission, you have requested our opinion with respect to matters set forth
below.
We have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware, including statutory and
reported decisional law thereunder, and we express no opinion with respect to
the applicability thereto, or the effect thereon, of any other laws.
Subject to the foregoing and in reliance thereon, we are of the opinion
that, as of the date hereof, upon the issuance and sale of the Shares, each in
the manner contemplated by the Registration Statement and each in accordance
with the terms of the Plan, and subject to the Company completing all action and
proceedings required on its part to be taken in connection with the issuance of
the Shares pursuant to the terms of the Plan and the Registration Statement,
including, without limitation, collection of required payment for the Shares,
the Shares will be legally and validly issued, fully paid and nonassessable
securities of the Company.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent. We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours
/s/ Latham & Watkins
5
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report incorporated by reference in, and to the
reference to our firm under the caption "Named Experts" in, the Registration
Statement on Form S-8 pertaining to the 1994 Equity Participation Plan of Ortel
Corporation.
/s/ KPMG LLP
Los Angeles, California
November 8, 1999
6
