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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 1998
REGISTRATION NO. 333-_____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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GIGA-TRONICS INCORPORATED
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2656341
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
4650 NORRIS CANYON ROAD
SAN RAMON, CALIFORNIA 94583
(Address of Principal Executive Offices) (Zip Code)
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ULTRACISION, INC. 1986 INCENTIVE STOCK OPTION PLAN
ULTRACISION, INC. 1987 INCENTIVE STOCK OPTION PLAN
ASSUMED BY GIGA-TRONICS INCORPORATED
(Full title of the Plan)
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GEORGE H. BRUNS, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
GIGA-TRONICS INCORPORATED
4650 NORRIS CANYON ROAD, SAN RAMON, CALIFORNIA 94583
(Name and Address of Agent for Service)
(510) 328-4650
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered(1) Offering Price Aggregate Registration Fee
Registered per Share(2) Offering Price(2)
Common Stock, no 56,370 shares $6.625 $373,451.25 $113.17
par value
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(1) Of the shares (the "Shares") of Giga-tronics Incorporated Common Stock
registered hereunder, 15,032 Shares are issuable upon exercise of
options granted under the Ultracision, Inc. 1986 Incentive Stock Option
Plan and 41,338 Shares are issuable upon exercise of options granted
under the Ultracision, Inc. 1987 Incentive Stock Option Plan, assumed by
Giga-tronics Incorporated as of December 2, 1997. This Registration
Statement shall also cover any additional shares of Common Stock which
become issuable 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.
(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 Common Stock of Giga-tronics
Incorporated on March 26, 1998, as reported on the Nasdaq National
Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Giga-tronics Incorporated (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended March 29, 1997;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
fiscal quarters ended June 28, 1997, September 27, 1997
and December 27, 1997;
(c) The Registrant's Current Report on Form 8-K dated December
2, 1997 (as amended by the Form 8-K/A filed with the SEC
on February 17, 1998); and
(d) The Registrant's Registration Statement No. 0-12719 on
Form 8-A filed with the SEC on July 27, 1984, in which
there is described the terms, rights and provisions
applicable to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 204 and 317 of the California General Corporation Law and the
Registrant's Bylaws contain provisions authorizing the indemnification of
corporate directors and officers against certain liabilities and expenses
incurred in connection with proceedings involving such
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persons in their capacities as directors and officers, including proceedings
under the Securities Act of 1933, as amended (the "1933 Act") or the 1934 Act.
Section 29 of the Registrant's Bylaws requires the Registrant to
indemnify all directors and officers to the fullest extent permitted by
California law and also provides for the advancement of expenses to officers and
directors in connection with their defense of civil or criminal proceedings upon
the written undertaking of the director or officer to repay the advance in the
event it is ultimately determined that such individual is not entitled to
indemnification under the California General Corporation Law.
In addition, the Registrant has entered into supplemental
indemnification agreements with its directors which broaden the scope of
indemnity beyond that expressly provided by the Bylaws and the California
General Corporation Law. These supplemental contracts are permissible under
California General Corporation Law and have been approved by the Registrant's
shareholders. The agreements provide the directors with indemnification to the
fullest possible extent permitted by law against all expenses (including
attorney fees), judgments, fines and settlement amounts incurred or paid by them
in any action or proceeding (including any action by or in the right of the
Registrant) by reason of their service either as a director, officer, employee
or agent of the Registrant or, at the Registrant's request, as a director,
officer, agent or employee of another company, partnership, joint venture, trust
or other enterprise. However, no indemnity will be provided to any director with
respect to conduct which is adjudged to be knowingly fraudulent, deliberately
dishonest or to constitute willful misconduct.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibit Number Exhibit
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4 Instruments Defining Rights of Shareholders. Reference is made to
Registrant's Registration Statement No. 0-12719 on Form 8-A which
incorporated herein by reference pursuant to Item 3(c).
5 Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Independent Auditors - KPMG Peat Marwick.
23.2 Consent of Gibson, Dunn & Crutcher is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Ultracision, Inc. 1986 Stock Option Plan.
99.2 Ultracision, Inc. 1987 Stock Option Plan.
99.3 Ultracision, Inc. Form of Incentive Stock Option Agreement, as
Amended by the Assumed Option Agreement.
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ITEM 9. UNDERTAKING
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 (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (l)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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, and
(3) to remove from registration by means of a posteffective amendment any of the
securities being registered which remain unsold upon the termination of the
Registrant's Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity provisions incorporated by reference in Item 6, or
otherwise, the Registrant has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
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
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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 San Ramon,
State of California, on this 30th day of March, 1998.
GIGA-TRONICS INCORPORATED
By: /s/George H. Bruns, Jr.
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George H. Bruns, Jr.
Chairman and Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Giga-tronics Incorporated, a
California corporation, do hereby constitute and appoint George H. Bruns, Jr.
and Mark H. Cosmez, II, and each of them, 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, and either one
of them, 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 all said attorneys and agents, or either of them, 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.
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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/George H. Bruns, Jr. Chairman and Chief Executive March 20, 1998
- ----------------------- Officer and Director (Principal
George H. Bruns, Jr. Executive Officer)
/s/Mark H. Cosmez, II Vice President of Finance/Chief March 20, 1998
- ----------------------- Financial Officer (Principal
Mark H. Cosmez, II Financial Officer and Principal
Accounting Officer)
/s/James A. Cole Director March 25, 1998
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James A. Cole
/s/Edward D. Sherman Director March 23, 1998
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Edward D. Sherman
/s/Robert C. Wilson Director March 24, 1998
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Robert C. Wilson
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
GIGA-TRONICS INCORPORATED
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EXHIBIT INDEX
Exhibit Number Exhibit
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4 Instruments Defining Rights of Shareholders. Reference is made to
Registrant's Registration Statement No. 0-12719 on Form 8-A which is
incorporated herein by reference pursuant to Item 3(c).
5 Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Independent Auditors - KPMG Peat Marwick.
23.2 Consent of Gibson, Dunn & Crutcher LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration
Statement.
99.1 Ultracision, Inc. 1986 Stock Option Plan.
99.2 Ultracision, Inc. 1987 Stock Option Plan.
99.3 Ultracision, Inc. Form of Incentive Stock Option Agreement, as Amended
by the Assumed Option Agreement.