As filed with the Securities and Exchange Commission on January 30, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
GLOBECOMM SYSTEMS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-3225567
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
45 OSER AVENUE, HAUPPAUGE, NEW YORK 11788
(Address of principal executive offices) (Zip Code)
GLOBECOMM SYSTEMS INC.
1997 STOCK INCENTIVE PLAN
(Full title of the Plan)
DAVID E. HERSHBERG
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
GLOBECOMM SYSTEMS INC.
45 OSER AVENUE, HAUPPAUGE, NEW YORK 11788
(Name and address of agent for service)
(631) 231-9800
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered (1) Registered per Share Price Fee
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1997 Stock Incentive Plan
Common Stock, $0.001 par value 919,505 shares $8.49 (2) $7,806,597.45 (2) $1,951.65
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(1) This Registration Statement shall also cover any additional shares of
common stock which become issuable under the Globecomm Systems Inc.
1997 Stock Incentive 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 common stock of Globecomm Systems Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of (i) the
weighted average exercise price per share for the shares subject to
outstanding options and (ii) the remaining shares based on the average
of the high and low selling price per share of the common stock of
Globecomm Systems Inc. on January 25, 2001 as reported on the Nasdaq
National Market.
On January 31, 2000, Globecomm Systems Inc. (the "Registrant")
filed with the Securities and Exchange Commission a Registration Statement on
Form S-8 (File No. 333-95783) relating to 95,623 shares of common stock to be
offered and sold under the Plan set forth on the cover page of this
Registration Statement, and the contents of such prior Registration Statement
are incorporated into this Registration Statement by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission ("SEC"):
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 2000, filed with the SEC
on September 28, 2000; and
(b) The Registrant's Quarterly Report on Form 10-Q for
the period ended September 30, 2000 filed with the
SEC on November 14, 2000
Item 8. Exhibits
Exhibit Number Exhibit
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4 Amended and Restated 1997 Stock Incentive Plan
(effective November 16, 2000).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-2 of this
Registration Statement.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Hauppauge, State of New York, on this
30 day of January, 2001.
GLOBECOMM SYSTEMS INC.
By: /s/ Kenneth A. Miller
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Kenneth A. Miller
President and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Globecomm
Systems Inc., a Delaware corporation, do hereby constitute and appoint David E.
Hershberg, Chief Executive Officer, Kenneth A. Miller, President and Andrew C.
Melfi, Chief Financial Officer, and each of them individually, with full powers
of substitution and resubstitution, the lawful attorneys-in-fact and agents with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, determine may be necessary
or advisable or required to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules or regulations or requirements
of the Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that said attorneys and agents, shall
do or cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ David E. Hershberg Chairman, Chief Executive Officer and January 30, 2001
- --------------------------------------------- Director (Principal Executive Officer)
David E. Hershberg
/s/ Kenneth A. Miller President and Director January 30, 2001
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Kenneth A. Miller
/s/ Andrew C. Melfi Vice President and Chief Financial Officer January 30, 2001
- --------------------------------------------- (Principal Financial and Accounting Officer)
Andrew C. Melfi
II-2
Signature Title Date
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/s/ Stephen C. Yablonski Vice President and Director January 30, 2001
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Stephen C. Yablonski
/s/ Donald G. Woodring Vice President and Director January 30, 2001
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Donald G. Woodring
/s/ Herman Fialkov Director January 30, 2001
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Herman Fialkov
/s/ C. J. Waylan Director January 30, 2001
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C. J. Waylan
/s/ A. Robert Towbin Director January 30, 2001
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A. Robert Towbin
/s/ Benjamin Duhov Director January 30, 2001
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Benjamin Duhov
/s/ Richard E. Caruso Director January 30, 2001
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Richard E. Caruso
II-3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
GLOBECOMM SYSTEMS INC.
EXHIBIT INDEX
Exhibit Number Exhibit
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4 Amended and Restated 1997 Stock Incentive Plan
(effective November 16, 2000).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-2 of this
Registration Statement.