As filed with the Securities and Exchange Commission on November 14, 2001
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Telaxis Communications Corporation
(Exact name of registrant as specified in its charter)
Massachusetts 04-2751645
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
20 Industrial Drive East
South Deerfield, Massachusetts 01373
(Address of principal executive offices) (Zip code)
TELAXIS COMMUNICATIONS CORPORATION
1997 STOCK PLAN
(Full title of the plan)
JOHN L. YOUNGBLOOD
President and Chief Executive Officer
TELAXIS COMMUNICATIONS CORPORATION
20 Industrial Drive East
South Deerfield, Massachusetts 01373
(Name and address of agent for service)
(413) 665-8551
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed
Proposed maximum aggregate Amount of
Title of securities Amount to be maximum offering offering price registration
to be registered registered (1) price per share fee
- ------------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value (2)... 112,500 (3) $ .34 (4) $ 38,250 (4) $ 9.56
========================================================================================================================
(1) Pursuant to Rule 416, this Registration Statement also relates to such
indeterminate number of additional shares as may be necessary to satisfy the
antidilution provisions of the 1997 Stock Plan (the "Plan") to which this
Registration Statement relates.
(2) Each share includes one right to purchase shares of the registrant's class
one participating cumulative preferred stock pursuant to the registrant's
right agreement dated as of May 18, 2001.
(3) Represents shares of common stock reserved for issuance pursuant to awards
available for grant under the Plan.
(4) The proposed maximum offering price per share of common stock and the
proposed maximum aggregate offering price are calculated solely for the
purpose of determining the registration fee pursuant to Rules 457(c) and
(h)(1) under the Securities Act of 1933, based on the average of the high
and low sales prices of the common stock as reported on the Nasdaq National
Market on November 12, 2001.
This registration statement covers 112,500 shares of common stock
issuable pursuant to our 1997 Stock Plan. These shares are in addition to the
shares of common stock registered pursuant to the registration statement on Form
S-8, File No. 333-30450, which we filed with the Securities and Exchange
Commission on February 15, 2000.
The contents of our registration statement on Form S-8, File No.
333-30450, are incorporated herein by reference.
The following exhibits are filed herewith:
Exhibit
Number Description
------ -----------
5.1 Opinion of Foley, Hoag & Eliot LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Certified
Public Accountants.
23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1).
24.1 Power of Attorney (contained on the signature page).
2
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 Town of South Deerfield, Commonwealth of Massachusetts on
November 14, 2001.
TELAXIS COMMUNICATIONS CORPORATION
By: /s/ John L. Youngblood
-------------------------------------
John L. Youngblood
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each individual whose signature
appears below hereby constitutes and appoints John L. Youngblood and Dennis C.
Stempel, and each of them, his or her true and lawful attorneys-in-fact and
agents with full power of substitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and all documents 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 which they, or any of them, may deem
necessary or advisable to be done in connection with this registration
statement, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or any substitute or substitutes for him, any or all of
them, may lawfully do or cause to be done by virtue hereof.
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/ John L. Youngblood President, Chief Executive Officer November 14, 2001
- ----------------------- and Director (principal executive
John L. Youngblood officer)
/s/ Dennis C. Stempel Vice President, Chief Financial November 14, 2001
- ----------------------- Officer and Treasurer (principal
Dennis C. Stempel financial and accounting officer)
3
Signature Title Date
- --------- ----- ----
/s/ Albert E. Paladino Chairman of the Board of Directors November 14, 2001
- -----------------------
Albert E. Paladino
/s/ Allan M. Doyle, Jr. Director November 14, 2001
- -----------------------
Allan M. Doyle, Jr.
/s/ David A. Norbury Director November 14, 2001
- -----------------------
David A. Norbury
/s/ Carol B. Armitage Director November 14, 2001
- -----------------------
Carol B. Armitage
/s/ Raphael Amit Director November 14, 2001
- -----------------------
Raphael Amit
4
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
5.1 Opinion of Foley, Hoag & Eliot LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Certified Public
Accountants.
23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1).
24.1 Power of Attorney (contained on the signature page).
5