As filed with the Securities and Exchange Commission on April 9, 2001
Registration No. 333-93295
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
______________________________________________
SOMERA COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
5383 Hollister Avenue
Delaware Santa Barbara, California 93111 77-0521878
(State of (Address of principal executive (IRS Employer
Incorporation) offices, including zip code) Identification Number)
______________________________________________
1999 Stock Option Plan
1999 Employee Stock Purchase Plan
(Full title of the plans)
______________________________________________
Gary J. Owen
Chief Financial Officer
SOMERA COMMUNICATIONS, INC.
5383 Hollister Avenue
Santa Barbara, California 93111
(805) 681-3322
(Name, address and telephone number of agent for service)
Copy to:
Jeffrey D. Saper, Esq.
WILSON SONSINI GOODRICH & ROSATI, P.C.
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered Per Share Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value per share, to be 1,943,770 $3.9219 (1) $7,623,272 $1,906
issued under the 1999 Stock Option Plan
Common Stock, $0.001 par value per share, to be 36,718 $ 3.334 (1) $ 122,418 $ 31
issued under the 1999 Employee Stock Purchase
Plan
TOTAL: 1,980,488 -- $7,745,690 $1,937
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(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based on the price of $3.9219 per share,
which was the average of the high and low prices per share of the Common
Stock as reported on the Nasdaq National Market on April 3, 2001 (the
"Market Price"). The price per share for the Employee Stock Purchase Plan
is 85% of the Market Price.
SOMERA COMMUNICATIONS, INC.
REGISTRATION STATEMENT ON FORM S-8
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note:
This Registration Statement is filed pursuant to Item E under the general
instruction to Form S-8 under the Securities Act of 1933, as amended, with
respect to 1,980,488 additional shares of Common Stock that may be issued under
the Registrant's 1999 Stock Option Plan and 1999 Employee Stock Purchase Plan
(collectively, the "Plans") as a result of certain automatic annual increases in
the number of shares authorized for issuance under the Plans. The contents of
the Registrant's Form S-8 Registration Statement, Registration No. 333-93295,
dated December 21, 1999, relating to the Registrant's 1999 Stock Option Plan and
1999 Employee Stock Purchase Plan, are incorporated herein by reference.
Item 8. Exhibits.
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Exhibit
Number Description
------- -----------
4.1* 1999 Stock Option Plan and form of agreements thereunder
4.2* 1999 Employee Stock Purchase Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1)
24.1 Power of Attorney (contained on page 2)
_______________________
* Previously filed as an exhibit to Registrant's Registration Statement on
Form S-1 (File No. 333-86927), as amended, declared effective by the
Securities and Exchange Commission on November 11, 1999.
1
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Barbara, State of California, on April 9, 2001.
SOMERA COMMUNICATIONS, INC.
By: /s/ Gary J. Owen
________________________________
Gary J. Owen
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dan Firestone and Gary J. Owen, jointly
and severally, his attorneys-in-fact, each with full power of substitution, for
him in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities on April 9, 2001.
Signature Title
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/s/ Dan Firestone
- -------------------------- Chairman of the Board of Directors, President & Chief
Dan Firestone Executive Officer (Principal Executive Officer)
/s/ Gary J. Owen Chief Financial Officer (Principal Financial and
- --------------------------
Gary J. Owen Accounting Officer)
/s/ Walter G. Kortschak
- -------------------------- Director
Walter G. Kortschak
/s/ Peter Y. Chung Director
- --------------------------
Peter Y. Chung
/s/ Barry Phelps
- -------------------------- Director
Barry Phelps
/s/ Gil Varon
- -------------------------- Director
Gil Varon
INDEX TO EXHIBITS
Exhibit
Number Description
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4.1* 1999 Stock Option Plan and form of agreements thereunder
4.2* 1999 Employee Stock Purchase Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (contained on page 2)
_______________________
* Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-1 (File No. 333-86927), as amended, declared effective by the
Securities and Exchange Commission on November 11, 1999.