0000950149-01-501416.txt : 20011008 0000950149-01-501416.hdr.sgml : 20011008 ACCESSION NUMBER: 0000950149-01-501416 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010920 EFFECTIVENESS DATE: 20010920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GIGA TRONICS INC CENTRAL INDEX KEY: 0000719274 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 942656341 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-69688 FILM NUMBER: 1741116 BUSINESS ADDRESS: STREET 1: 4650 NORRIS CANYON ROAD CITY: SAN RAMONN STATE: CA ZIP: 94583 BUSINESS PHONE: 9253284650 MAIL ADDRESS: STREET 1: 4650 NORRIS CANYON ROAD CITY: SAN RAMON STATE: CA ZIP: 94583 S-8 1 f75888s-8.txt S-8 1 As filed with the Securities and Exchange Commission on September __, 2001. Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GIGA-TRONICS INCORPORATED (Exact Name of Registrant as Specified in Its Charter) CALIFORNIA 94-2656341 (State or Other Jurisdiction (I.R.S. Employee Identification No.) of Incorporation or Organization) 4650 NORRIS CANYON ROAD SAN RAMON, CALIFORNIA 94583 (925) 328-4650 (Address, including ZIP Code and Telephone Number, of Principal Executive Offices) GIGA-TRONICS INCORPORATED EMPLOYEE STOCK PURCHASE PLAN (Full Title of the Plan) GEORGE H. BRUNS, JR. CHAIRMAN AND CHIEF EXECUTIVE OFFICER GIGA-TRONICS INCORPORATED 4650 NORRIS CANYON ROAD, SAN RAMON, CALIFORNIA 94583 (Name and Address of Agent For Service) (925) 328-4650 (Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------- Amount to be Proposed Maximum Proposed Maximum Amount of Title of Securities to be Registered Registered (1) Offering Price Aggregate Registration Per Share (2) Offering Price Fee ---------------------------------------------------------------------------------------------------------------------- Common Stock, no par value 120,000 shares 2.952 $354,240 $88.56 ----------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of common stock which become issuable under the Giga-tronics Incorporated Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Giga-tronics Incorporated Common Stock. (2) Fee calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the Common Stock of Giga-tronics Incorporated as reported on the Nasdaq National Market on September 19, 2001. 2 REGISTRATION OF ADDITIONAL SECURITIES This Registration Statement ("Registration Statement") is filed with reference Form S-8, General Instructions, Paragraph E, in order to register additional securities of the same class as other securities for which a registration statement filed on Form S-8 relating to the Registrant's Employee Stock Purchase Plan is effective. The Registrant hereby incorporates by reference its Registration Statement No. 333-34719 on Form S-8 filed August 29, 1997. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment hereto that indicates that all securities offered hereunder have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated herein by reference modifies or supersedes such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. Not Applicable. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Not Applicable ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. See Exhibit Index which is incorporated herein by reference. ITEM 9. UNDERTAKINGS. Not Applicable. 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant 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 San Ramon, State of California on September 18, 2001. GIGA-TRONICS, INCORPORATED By: /s/ George H. Bruns, Jr. ------------------------------------- George H. Bruns, Jr. Chairman and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS Each person whose individual signature appears below hereby authorizes and appoints GEORGE H. BRUNS, JR. and MARK H. COSMEZ, II, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all Registration Statements that are to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents amendments to this Registration Statement, including any and all post-effective amendments and amendments thereto and any registration statement relating to the same offering as this Registration in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their and his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated, effective September 18, 2001.
SIGNATURE TITLE DATE /s/ George H. Bruns, Jr. Chief Executive Officer and Chairman of the Board September 18, 2001 ------------------------- George H. Bruns, Jr. /s/ Mark H. Cosmez, II Vice President, Finance/ Chief Financial Officer September 18, 2001 ---------------------- (Principal Financial and Accounting Officer) and Mark H. Cosmez, II Secretary /s/ James A. Cole Director September 18, 2001 ----------------- James A. Cole /s/ William E. Wilson Director September 18, 2001 --------------------- William E. Wilson /s/ Robert C. Wilson Director September 18, 2001 -------------------- Robert C. Wilson
3 4 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESCRIPTION 5.1 Opinion of McCutchen, Doyle, Brown & Enersen, LLP regarding the legality of the Common Stock covered by this Registration Statement 23.1 Consent of McCutchen, Doyle, Brown & Enersen, LLP (included in Exhibit 5.1) 23.2 Consent of KPMG LLP 24 Power of Attorney (contained on signature page hereto) 99.1 Giga-tronics Incorporated Employee Stock Purchase Plan (incorporated by reference as Exhibit 99.1 to Registrant's Registration Statement No. 333-34719 on Form S-8 filed August 29, 1997) 99.2 Amendment to Employee Stock Purchase Plan
4 EX-5.1 3 f75888ex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 [Letterhead of McCutchen, Doyle, Brown & Enersen, LLP] September 20, 2001 Giga-tronics Incorporated 4650 Norris Canyon Road San Ramon, CA 94583 Registration Statement on Form S-8 of Giga-tronics Incorporated Ladies and Gentlemen: We refer to the registration statement on Form S-8 ("Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), filed by Giga-tronics Incorporated, a California corporation (the "Company"), with respect to the Company's registration of an additional 120,000 shares (the "Shares") of the common stock of the Company, no par value per share (the "Common Stock"), under the Giga-tronics Incorporated Employee Stock Purchase Plan, as amended (the "Plan"). We have examined the originals or certified copies of such corporate records, certificates of officers of the Company and/or public officials and such other documents and have made such other factual and legal investigations as we have deemed relevant and necessary as the basis for the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as conformed or photo static copies and the authenticity of the originals of such copies. Based on our examination mentioned above, subject to the assumptions stated above and relying on the statements of fact contained in the documents that we have examined, we are of the opinion that (i) the issuance by the Company of the Shares has been duly authorized for issuance and (ii) when issued in accordance with the terms of the Plan, the Shares will be duly and validly issued, fully paid and non-assessable shares of Common Stock. This opinion is limited to California and United States federal law. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of the General Rules and Regulations of the Securities and Exchange Commission. Sincerely yours, McCutchen, Doyle, Brown & Enersen, LLP By: /s/ Thomas G. Reddy -------------------------- A Member of the Firm 5 EX-23.1 4 f75888ex23-1.txt EXHIBIT 23.1 1 EXHIBIT 23.1 Consent of McCutchen, Doyle, Brown & Enersen is contained in Exhibit 5.1 6 EX-23.2 5 f75888ex23-2.txt EXHIBIT 23.2 1 EXHIBIT 23.2 Consent of Independent Auditors - KPMG Peat Marwick LLP Consent of Independent Auditors The Board of Directors Giga-tronics Incorporated: We consent to the incorporation by reference herein on the registration statement on Form S-8 of Giga-tronics Incorporated of our report dated May 4, 2001, relating to the consolidated balance sheets of Giga-tronics Incorporated and subsidiary as of March 31, 2001 and March 25, 2000, and the related consolidated statements of operations, shareholders' equity, and cash flows for the years ended March 31, 2001, March 25, 2000 and March 27, 1999, and the related schedule, which reports appear or are incorporated by reference in the March 31, 2001, Annual Report on Form 10-K of Giga-tronics Incorporated. Mountain View, California /s/ KPMP LLP ------------------------ September 18, 2001 /s/ KPMG LLP 7 EX-24 6 f75888ex24.txt EXHIBIT 24 1 EXHIBIT 24 Power of Attorney. Reference is made to page II-3 of this Registration Statement. 8 EX-99.2 7 f75888ex99-2.txt EXHIBIT 99.2 1 EXHIBIT 99.2 Amendment No. 1 to the Giga-tronics Incorporated Employee Stock Purchase Plan AMENDMENT NO. 1 TO GIGA-TRONICS INCORPORATED EMPLOYEE STOCK PURCHASE PLAN This Amendment No. 1 to the Giga-tronics Incorporation Employee Stock Purchase Plan (this "Amendment") is adopted by the Board of Directors (the "Board") of Giga-tronics Incorporated, a California corporation (the "Corporation") effective as of May 16, 2001. WHEREAS, on December 11, 1996, the Board adopted the Giga-tronics Incorporated Employee Stock Purchase Plan (the "Plan"), approved by the Corporation's shareholders on August 5, 1997. The Plan became effective as of January 15, 1997; WHEREAS, pursuant to Section III.A. of the Plan, a total of 130,000 shares of the Corporation's common stock, subject to adjustment as provided in Section III.B. of the Plan, were reserved for issuance under the Plan; WHEREAS, the Board has determined that it is in the best interest of the Corporation to increase the number of shares of the Corporation's common stock reserved for issuance under the Plan from 130,000 to 250,000; WHEREAS, the Corporation's shareholders have approved the increase in the number of shares of the Corporation's common stock reserved for issuance under Plan from 130,000 to 250,000. NOW, THEREFORE, the Plan is hereby amended as follows: SECTION 1. AMENDMENT TO SECTION III.A. OF THE PLAN Section 3 is amended by deleting the reference to "one hundred and thirty thousand (130,000) shares" and replacing the language deleted with "two hundred and fifty thousand (250,000) shares," thereby increasing the number of shares reserved for issuance under the Plan from 130,000 to 250,000: SECTION 2. MISCELLANEOUS 2.1 INTERNAL REFERENCES. On and after the effective date hereof, each reference in the Plan to "this Plan," "the Plan," "hereunder," "hereof," "herein," or words of like import, shall mean and be a reference to the Plan, as amended hereby. 2.2 EFFECT OF AMENDMENT. Except as specifically set forth above, the Plan is and shall continue to be in full force and effect and are hereby ratified and confirmed in all respects. 2.3 GOVERNING LAW. This Amendment shall be governed by, and construed and interpreted in accordance with the internal laws (as opposed to the conflict of laws provisions) of, the State of California. 2.3 SECTION HEADINGS. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment or be given any substantive effect. 9 2 CERTIFICATE OF ADOPTION OF AMENDMENT NO. 1 TO GIGA-TRONICS INCORPORATED EMPLOYEE STOCK PURCHASE PLAN The undersigned Secretary of the corporation named below hereby certifies as follows: 1. The name of the corporation is GIGA-TRONICS, INCORPORATED (the "Corporation"). 2. The undersigned hereby certifies that the Amendment No. 1 to the Giga-tronics Incorporation Employee Stock Purchase Plan (the "Amendment") has been approved and adopted by the Corporation's Board of Directors effective as of May 16, 2001, and the Corporation's shareholders effective as of August 30, 2001. Dated as of: September 19, 2001 /s/ Mark H. Cosmez, II ------------------------------------- Mark H. Cosmez, II, Secretary 10