As filed with the Securities and Exchange Commission on March 25, 1996
Registration No. 33-88818
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO REGISTRATION STATEMENT ON FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GLENAYRE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 98-0085742
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5935 CARNEGIE BOULEVARD, CHARLOTTE, NORTH CAROLINA 28209
(Address of Principal Executive Offices) (Zip Code)
WESTERN MULTIPLEX CORPORATION 1981 INCENTIVE STOCK OPTION PLAN
WESTERN MULTIPLEX CORPORATION 1991 INCENTIVE STOCK OPTION PLAN
WESTERN MULTIPLEX CORPORATION 1992 INCENTIVE STOCK OPTION PLAN
WESTERN MULTIPLEX CORPORATION 1993 INCENTIVE STOCK OPTION PLAN
(Full title of the Plans)
CLARKE H. BAILEY
CHAIRMAN OF THE EXECUTIVE COMMITTEE
667 MADISON AVENUE, 25TH FLOOR
NEW YORK, NEW YORK 10021-8029
(Name and address of agent for service)
(212) 935-5678
(Telephone number, including area code, of agent for service)
WITH COPIES TO:
A. ZACHARY SMITH III
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
NATIONSBANK CORPORATE CENTER, SUITE 4200
100 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28202-4006
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THIS POST-EFFECTIVE AMENDMENT COVERS SHARES OF THE REGISTRANT'S COMMON
STOCK ORIGINALLY REGISTERED ON THE REGISTRATION STATEMENT ON FORM S-4 TO WHICH
THIS IS AN AMENDMENT. THE REGISTRATION FEES IN RESPECT OF SUCH COMMON STOCK WERE
PAID AT THE TIME OF THE ORIGINAL FILING OF THE REGISTRATION STATEMENT ON FORM
S-4 RELATING THERETO. ON EACH OF JUNE 19, 1995 AND DECEMBER 29, 1995, THE
COMPANY PAID A 3 FOR 2 STOCK SPLIT IN THE FORM OF A 50% STOCK DIVIDEND. PURSUANT
TO RULE 416 UNDER THE SECURITIES ACT OF 1933, SUCH ADDITIONAL SHARES ISSUED WITH
RESPECT TO THE SHARES REGISTERED UNDER THE REGISTRATION STATEMENT ON FORM S-4
ARE DEEMED TO BE COVERED BY SUCH REGISTRATION STATEMENT.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this registration statement in accordance with the Note to Part 1 of Form
S-8.
Pursuant to General Instruction C to Form S-8, a reoffer prospectus
with respect to 145,680 of the 750,000 shares of Glenayre Common Stock covered
by this registration statement (prior to adjustment for the 3 for 2 stock splits
paid on June 19, 1995 and December 29, 1995) (327,780 shares following such
adjustments) is being filed concurrently with this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by Glenayre Technologies, Inc.
(the "Company") with the Securities and Exchange Commission, Commission file
number 0-15761, are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;
(b)(i) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995;
(ii) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995;
(iii) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995;
(iv) The Company's Current Report on Form 8-K dated March 7, 1995;
(v) The Company's Current Report on Form 8-K dated April 13, 1995;
(vi) The Company's Current Report on Form 8-K dated May 9, 1995, as
amended by a Form 8-K/A dated July 7, 1995;
(vii) The Company's Current Report on Form 8-K dated March 11, 1996.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement filed pursuant to Section 12
of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after
the date hereof 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 herein and to be part hereof from the date of filing of such reports
and documents.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law contains provisions prescribing
the extent to which directors and officers shall or may be indemnified against
liabilities which they may incur in their capacities as such. Under those
provisions the availability or requirements of indemnification or reimbursement
of expenses is dependent upon numerous factors, including whether the action is
brought by the corporation or by outsiders and the extent to which the potential
indemnitee is successful in his defense. The Bylaws of the Company provide for
indemnification of directors to the fullest extent permitted by law.
The statute also permits a corporation to purchase and maintain
insurance on behalf of its directors and officers against liabilities which they
may incur in their capacities as such, whether or not the corporation would have
the power to indemnify them under other provisions of the statute. The Company
has purchased insurance to provide for indemnification of directors and
officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.
(previously filed)
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Shilling & Kenyon, Inc.
23.3 Consent of Ireland San Filippo & Company
23.4 Consent of Grant Thornton
23.5 Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
(included in Exhibit 5)
23.6 Acknowledgment Letter of Ernst & Young LLP
99 Reoffer Prospectus
Item 9. Undertakings.
(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 Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and 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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the 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
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.
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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 Post-
Effective Amendment No. 1 to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Charlotte,
State of North Carolina, on the 23rd day of March, 1996.
GLENAYRE TECHNOLOGIES, INC.
By: /s/ Stanley Ciepcielinski
Stanley Ciepcielinski
Executive Vice President
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
* Director and Chairman of the March 23, 1996
Gerald B. Cramer Board
* Director, Vice Chairman and March 23, 1996
Clarke H. Bailey Chairman of the Executive
Committee
*
John J. Hurley Director and Vice Chairman March 23, 1996
* Director, President and Chief March 23, 1996
Ramon D. Ardizzone Executive Officer (Principal
Executive Officer)
* Director March 23, 1996
Barry W. Gray
* Director March 23, 1996
Thomas C. Israel
* Director March 23, 1996
Edward J. Rosenthal
* Director March 23, 1996
Thomas E. Skidmore
/s/ Stanley Ciepcielinski Executive Vice President, Chief March 23, 1996
Stanley Ciepcielinski Financial Officer, Secretary and
Treasurer (Principal Financial
Officer)
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/s/ Billy C. Layton Vice President, Controller and March 23, 1996
Billy C. Layton Chief Accounting Officer (Prin-
cipal Accounting Officer)
* By: /s/ Stanley Ciepcielinski
Stanley Ciepcielinski, Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Description
5 Opinion of Kennedy Covington Lobdell & Hickman,
L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Shilling & Kenyon
23.3 Consent of Ireland San Filippo & Company
23.4 Consent of Grant Thornton
23.6 Acknowledgment Letter of Ernst & Young LLP
99 Reoffer Prospectus