As filed with the Securities and Exchange Commission on January 30, 2004
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.
AMENDED AND RESTATED
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
================================ ====================== ==================== ============================= =================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) per Share Price Fee
================================ ====================== ==================== ============================= =================
Amended and Restated 1997 Stock
Incentive Plan
Common Stock, $0.001 par value 140,763 shares $6.10(2) $858,654 (2) $109
================================ ====================== ==================== ============================= =================
(1) This Registration Statement shall also cover any additional shares of
common stock which become issuable under the Globecomm Systems Inc.
Amended and Restated 1997 Stock Incentive Plan (the "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 the average of
the high and low selling prices per share of the common stock of
Globecomm Systems Inc. on January 29, 2004 as reported on the Nasdaq
National Market.
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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
The 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, 2003, filed with the SEC on September 29,
2003;
(b) The Registrant's Quarterly Report on Form 10-Q for the period
ended September 30, 2003 filed with the SEC on November 14,
2003;
(c) The Registrant's Current Report on Form 8-K filed with the SEC
on December 31, 2003;
(d) The Registrant's Definitive Proxy Statement on Schedule 14A,
dated October 14, 2003, filed in connection with the
Registrant's 2003 Annual Meeting of Stockholders;
(e) The Registrant's Registration Statement No. 000-22839 on Form
8-A filed with the SEC on December 4, 1998, in which there is
described the terms, rights and provisions applicable to the
Registrant's Preferred Stock Purchase Rights; and
(f) The Registrant's Registration Statement No. 000-22839 on Form
8-A filed with the SEC on July 15, 1997, in which there is
described the terms, rights and provisions applicable to the
Registrant's Common Stock.
Item 8. Exhibits
Exhibit Number Exhibit
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4 Instruments Defining the Rights of Stockholders. Reference
is made to Registrant's Registration Statement No.
000-22839 on Form 8-A, together with amendments and
exhibits thereto, which are incorporated herein by
reference pursuant to Items 3(d) and 3(e) to this
Registration Statement.
5 Opinion and consent of Kramer Levin Naftalis & Frankel
LLP.*
23.1 Consent of Independent Auditors.*
23.2 Consent of Kramer Levin Naftalis & Frankel LLP is
contained in Exhibit 5.*
24 Power of Attorney. Reference is made to page A-2 of this
Registration Statement.*
99 Amended and Restated 1997 Stock Incentive Plan, as amended
and restated (effective January 2, 2004).*
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* Filed herewith.
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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, on this 30 day of January, 2004.
GLOBECOMM SYSTEMS INC.
By: /s/ David E. Hershberg
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David E. Hershberg
Chairman of the Board and
Chief Executive Officer
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
- --------- ----- ----
/s/ David E. Hershberg Chairman of the Board and January 30, 2004
- -------------------------------- Chief Executive Officer
David E. Hershberg (Principal Executive Officer)
/s/ Andrew C. Melfi Vice President and Chief Financial Officer January 30, 2004
- -------------------------------- (Principal Financial and Accounting Officer)
Andrew C. Melfi
/s/ Kenneth A. Miller President and Director January 30, 2004
- --------------------------------
Kenneth A. Miller
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Signature Title Date
- --------- ----- ----
/s/ Stephen C. Yablonski Senior Vice President Sales, Marketing and January 30, 2004
- -------------------------------- Product Development and Director
Stephen C. Yablonski
/s/ Richard E. Caruso Director January 30, 2004
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Richard E. Caruso
/s/ Harry L. Hutcherson, Jr. Director January 30, 2004
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Harry L Hutcherson, Jr.
/s/ Brian T. Maloney Director January 30, 2004
- --------------------------------
Brian T. Maloney
/s/ A. Robert Towbin Director January 30, 2004
- --------------------------------
A. Robert Towbin
/s/ C. J. Waylan Director January 30, 2004
- --------------------------------
C. J. Waylan
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS
TO
REGISTRATION STATEMENT ON
FORM S-8
UNDER THE
SECURITIES ACT OF 1933, AS AMENDED
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GLOBECOMM SYSTEMS INC.
EXHIBIT INDEX
Exhibit Number Exhibit
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4 Instruments Defining the Rights of Stockholders. Reference
is made to Registrant's Registration Statement No.
000-22839 on Form 8-A, together with amendments and
exhibits thereto, which are incorporated herein by
reference pursuant to Items 3(d) and 3(e) to this
Registration Statement.
5 Opinion and consent of Kramer Levin Naftalis & Frankel
LLP.*
23.1 Consent of Independent Auditors.*
23.2 Consent of Kramer Levin Naftalis & Frankel LLP is
contained in Exhibit 5.*
24 Power of Attorney. Reference is made to page A-2 of this
Registration Statement.*
99 Amended and Restated 1997 Stock Incentive Plan, as amended
and restated (effective January 2, 2004).*
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* Filed herewith.
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