As filed with the Securities and Exchange Commission on June 12, 2002.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENTRADA NETWORKS, INC.
(exact name of registrant as specified in its charter)
Delaware 3577 33-0676350
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
Incorporation
or organization)
12 Morgan
Irvine, California 92618
(949) 588-2070
(Address, including zip code, and telephone number, including
area code, of registrant's principal offices)
KANWAR J.S. CHADHA, Ph. D.
Chief Executive Officer
Entrada Networks, Inc.
12 Morgan
Irvine, California 92618
(949) 588-2070
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
W. RAYMOND FELTON, ESQ.
Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
Metro Corporate Campus I
Post Office Box 5600
Woodbridge, New Jersey 07095
(732) 549-5600
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each Maximum Maximum
Class of Offering Aggregate Amount of
Securities to Amount to be Price per Offering Registration
to be Registered Registered (1) Share (2) Price Fee
- ---------------------------------------------------------------------------------------
Common Stock,
$0.001 par value 549,614 $0.23 $126,411.22 $37.29
(1) In addition, this registration statement also covers any additional shares
of common stock which become issuable under the 2000 Stock Incentive plan
described in this registration statement 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 Entrada's
outstanding shares of common stock.
(2) The shares under the plan are to be offered at prices not currently
determinable. Pursuant to Rule 457(h), the offering price for the shares is
estimated solely for the purpose of computing the registration fee and is based
on the closing price of the common stock on June 7, 2002, $0.23, as reported on
The Nasdaq National Market System of the National Association of Securities
Dealers, Inc.
Entrada hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The contents of Registration Statement on Form S-8, File No. 333-51850
are incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable ground 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 Irvine, State of California, on the 12 day of June
2002.
ENTRADA NETWORKS, INC.
By: /s/ Kanwar J.S. Chadha
--------------------------------
Kanwar J.S. Chadha, Ph. D.
Chief Executive Officer
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 date indicated:
Signature Title Date
- --------- ----- ----
/s/ Kanwar J.S. Chadha Chief Executive Officer, June 12, 2002
- -------------------------------- President, Chairman,
KANWAR J.S. CHADHA Director
/s/ Davinder Sethi Vice Chairman, Director, June 12, 2002
- -------------------------------- Chief Financial Officer
DAVINDER SETHI, Ph. D. (Principal Financial and
Accounting Officer)
/s/ Leonard Hecht Director June 12, 2002
- --------------------------------
LEONARD HECHT
/s/ Rohit Phansalkar Director June 12, 2002
- --------------------------------
ROHIT PHANSALKAR
- -------------------------------- Director June 12, 2002
RAYMOND NGAN, Ph. D.
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Item 16. Exhibits
Exhibit No. Description of Documents
5 Opinion of Greenbaum, Rowe, Smith, Ravin, Davis &
Himmel, LLP - Page 5
23.1 Consent of BDO Seidman, LLP - Page 6
23.2 Consent of Greenbaum, Rowe, Smith, Ravin, Davis &
Himmel, LLP - Included in Exhibit 5
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