As filed with the Securities and Exchange Commission on March 6, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
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SOMERA COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
5383 Hollister Avenue
Delaware Santa Barbara, California 93111 77-0521878
(State of Incorporation) (Address of principal executive offices, including zip code) (IRS Employer Identification Number)
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1999 Stock Option Plan
1999 Employee Stock Purchase Plan
(Full title of the plans)
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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
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount to Maximum Maximum Amount of
be Offering Price Aggregate Registration
Title of Securities to be Registered Registered Per Share Offering Price Fee
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Common Stock, $0.001 par value per share, to be
issued under the 1999 Stock Option Plan 1,948,502 $7.9163(1) $15,424,927 $1,420.00
Common Stock, $0.001 par value per share, to be
issued under the 1999 Employee Stock Purchase Plan 118,302 $ 6.729(1) $ 796,055 $ 74.00
TOTAL: 2,066,804 -- $16,220,982 $1,494.00
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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 $7.9163 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 March 4, 2002 (the
"Market Price"). The price per share for the Employee Stock Purchase Plan
is 85% of the Market Price.
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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 an aggregate of 2,066,804 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
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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, 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 II-2)
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* 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.
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 March 6,
2002.
SOMERA COMMUNICATIONS, INC.
By: /s/ GARY J. OWEN
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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 Rick Darnaby 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 March 6, 2002.
Signature Title
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/s/ RICK DARNABY
- -------------------------------------- President, Chief Executive Officer and Director
Rick Darnaby (Principal Executive Officer)
/s/ GARY J. OWEN
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Gary J. Owen Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ DAN FIRESTONE
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Dan Firestone Executive Chairman of the Board
/s/ WALTER G. KORTSCHAK
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Walter G. Kortschak Director
/s/ PETER Y. CHUNG
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Peter Y. Chung Director
/s/ BARRY PHELPS
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Barry Phelps Director
/s/ GIL VARON
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Gil Varon Director
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 II-2)
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* 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.