As filed with the Securities and Exchange Commission on
March 17, 1998.
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MICRONETICS WIRELESS, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-2063614
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
26 Hampshire Drive, Hudson, New Hampshire 03051
(Address of principal executive offices) (Zip Code)
1996 Stock Option Plan
(Full title of the Plan)
Richard S. Kalin, Esq.
757 Third Avenue, 7th Floor, New York, NY 10017
(Name and address of agent for service)
(212) 888-9010
(Telephone number, including area code, of agent for service)
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(1) share(2) price(2) fee
Common Stock,
par value $.01
per share..... 300,000 $2.17 $615,000 $197.27
(1) The number of shares stated is the aggregate number of shares
of Common Stock to be issued upon exercise of options granted
or to be granted under the 1996 Stock Option Plan (the
"Plan").
(2) Estimated solely for the purpose of calculating the
registration fee and based upon the average of (i) the
exercise price of the options granted under the Plan and (ii)
the average of the bid and asked price of the Common Stock as
reported by NASDAQ on March 13, 1998 as to options to be
granted under the Plan.
PART I*
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Item 2. Registrant Information and Employee
Plan Annual Information.
______________
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of
1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
1. The following documents, which have been filed by the
registrant with the Securities and Exchange Commission (the
"Commission"), File Number 33-16453, pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"), are incorporated by
reference into this Registration Statement:
(a) The registrant's Annual Report on Form 10-KSB for
the fiscal year ended March 31, 1997;
(b) The registrant's Quarterly Reports on Form 10-QSB
for the quarters ended December 31, 1997, September 30, 1997 and
June 30, 1997; and
2. All documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, 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 a part hereof from the respective date of filing of such
documents. Any statement contained in a document incorporated by
reference herein is modified or superseded for all purposes to the
extent that a statement contained in this Registration Statement or
in any other subsequently filed document which is incorporated by
reference modifies or supersedes such statement.
Item 4. Description of Securities.
Common Stock. The authorized capital stock of the Company
consists of 10,000,000 shares of Common Stock, par value $.01 per
share. The Company's Common Stock is publicly traded on the NASDAQ
system. The holders of Common Stock (i) will have equal ratable
rights to dividends from funds legally available therefor when, as
and if declared by the Board of Directors of the Company, (ii) are
entitled to share ratably in all of the profits of the Company
available for distribution to holders of Common Stock upon
liquidation, dissolution or winding up of the affairs of the
Company, (iii) do not have preemptive, subscription or conversion
rights and there are no redemption or sinking fund provisions
applicable thereto and (iv) are entitled to one non-cumulative vote
per share on all matters which stockholders may vote on at all
meetings of stockholders. All shares of Common Stock now
outstanding are fully paid and nonassessable and all shares of
Common Stock which are the subject of this Registration Statement,
when issued, will be fully paid and nonassessable.
Dividend Policy. The Company does not intend to pay
dividends on its Common Stock. The Company intends to retain
earnings, if any, for use in the operation and expansion of its
business. The amount of dividends, if any, will be determined by
the Board of Directors, based upon the Company's earnings,
financial condition, capital requirements and other conditions.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock offered hereby will be
passed upon for the registrant by Kalin & Banner. Mr. Kalin, an
officer and director of the registrant, owns 976,800 shares of
Common Stock, which includes (i) options to purchase 100,000 shares
of Common Stock; (ii) 414,850 shares of Common Stock and options to
purchase 60,000 shares of Common Stock, owned by Noelle Makenzie,
his wife, as to which he disclaims beneficial ownership.
Item 6. Indemnification of Directors and Officers.
Sections 145 of the General Corporation Law of the State
of Delaware provides for the indemnification of officers and
directors under certain circumstances against expenses incurred in
successfully defending against a claim and authorizes Delaware
corporations to indemnify their officers and directors under
certain circumstances against expenses and liabilities incurred in
legal proceedings involving such persons because of their being or
having been an officer or director.
Section 102(b) of the Delaware General Corporation Law
permits a corporation, by so providing in its certificate of
incorporation, to eliminate or limit director's liability to the
corporation and its stockholders for monetary damages arising out
of certain alleged breaches of their fiduciary duty. Section
102(b)(7) provides that no such limitation of liability may affect
a director's liability with respect to any of the following: (i)
breaches of the director's duty of loyalty to the corporation or
its stockholders; (ii) acts or omissions not made in good faith or
which involve intentional misconduct of knowing violations of law;
(iii) liability for dividends paid or stock repurchased or redeemed
in violation of Section 174 of the Delaware General Corporation
Law; or (iv) transactions from which directors derived an improper
personal benefit. Section 102(b)(7) does not authorize any
limitation on the ability of the corporation or its stockholders to
obtain injunctive relief, specific performance or other equitable
relief against directors.
Article Seventh of the registrant's Certificate of
Incorporation provides that no director of the registrant shall be
personally liable to the registrant or its stockholders for any
monetary damages for breaches of fiduciary duty as a director,
provided that this provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty
of loyalty to the registrant or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) under Section 174 of the
General Corporation Law of the State of Delaware; or (iv) for any
transaction from which the director derived an improper personal
benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1 Form of 1996 Stock Option Plan
5.1 Opinion of Kalin & Banner
15.1 Consent of Paul C. Roberts, C.P.A.
24.1 Consent of Kalin & Banner (included in
Exhibit 5.1)
25.1 Powers of Attorney (included on Pages
II-5 and II-6 of this Registration
Statement)
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 (the "Act"), 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 Act, each
filing of the registrant's Annual Report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
procedures, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant 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 whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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 New York, State of New York, on March 13, 1998.
MICRONETICS WIRELESS, INC.
By: s/ Richard S. Kalin
Richard S. Kalin, Chairman
POWER OF ATTORNEY
Each person whose individual signature appears below hereby
authorizes each of Richard S. Kalin and David Siegel or any of them
as his or her true and lawful attorney-in-fact with full power of
substitution to execute in the name and on behalf of each person,
individually and in each capacity stated below, and to file, any
and all amendments to this Registration Statement, including any
and all post-effective amendments thereto.
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.
Signature Title Date
s/ Richard S. Kalin Chairman and March 13, 1998
Richard S. Kalin President (Principal
Executive and Financial
Officer)
Director March 13, 1998
David Siegel
s/ Roy L. Boe Director March 13, 1998
Roy L. Boe
s/ Donna Hillsgrove Secretary (Principal March 13, 1998
Donna Hillsgrove Accounting Officer)
EXHIBIT INDEX
Exhibit No. Document
4.1 Form of 1996 Stock Option Plan
5.1 Opinion of Kalin & Banner
15.1 Consent of Paul C. Roberts, C.P.A.
24.1 Consent of Kalin & Banner (included in
Exhibit 5.1)
25.1 Powers of Attorney (included on Page II-5
of this Registration Statement)