As filed with the Securities and Exchange Commission on June 10, 2005
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMTECH GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 52-0466460
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
C/O COMTECH GROUP
ROOM 1001
TOWER C, SKYWORTH BUILDING
HIGH-TECH INDUSTRIAL PARK NANSHAN
DISTRICT SHENZHEN, P.R. CHINA 518057
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
COMTECH GROUP, INC. 2004 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
JEFFREY KANG
CHIEF EXECUTIVE OFFICER
SUITE 1001, TOWER C, SKYWORTH BUILDING
HIGH-TECH INDUSTRIAL PARK
NANSHAN, SHENZHEN 518057
PEOPLE'S REPUBLIC OF CHINA
(NAME AND ADDRESS OF AGENT FOR SERVICE)
011-86-755-2674-3210
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
MITCHELL S. NUSSBAUM
LOEB & LOEB LLP
345 PARK AVENUE
NEW YORK, NY 10154-0037
CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
--------------------------------------- ---------------- ----- ----------- ---------
Common Stock, par value $0.01 per share 2,500,000 shares $5.87 $14,675,000 $1,727.25
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(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended, this Registration Statement covers an intermediate number of
securities to be offered as a result of an adjustment from stock splits,
stock dividends or similar events.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based on the high and low prices of the
Company's Common Stock as reported on June 3, 2005 on the Nasdaq National
Market.
COMTECH GROUP, INC.
REGISTRATION STATEMENT ON FORM S-8
Explanatory Note
----------------
The purpose of this Registration Statement on Form S-8 of Comtech
Group, Inc., a Maryland corporation ("we," "us" or the "Company"), is to
register 2,500,000 shares of the Company's common stock, par value $0.01 per
share (the "Common Stock"), issuable pursuant to the Comtech Group, Inc. 2004
Stock Incentive Plan.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference into this
Registration Statement:
(a) The Company's Prospectus filed under Rule 424(b)(3) containing
audited financials for the fiscal year ended December 31, 2004
filed on May 5, 2005;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005;
(c) The Registrant's Current Reports on Form 8-K dated January 6,
2005, January 14, 2005, January 19, 2005, January 21, 2005,
January 31 2005, May 12, 2005 and May 17, filed with the
Commission; and
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1, as filed with the
Commission on April 20, 2005, and as amended on May 27, 2005.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents with the Commission.
Any statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein, or in a subsequently filed
document incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Registration
Statement.
ITEM 4. Description of Securities.
-------------------------
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
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ITEM 6. Indemnification of Directors and Officers.
-----------------------------------------
The Company's amended and restated bylaws provide that we will
indemnify our directors and officers to the maximum extent required or permitted
by Maryland law. Our bylaws permit us to indemnify any person made or threatened
to be made a party to an action, suit or proceeding, whether, civil, criminal,
administrative or investigative, by reason of the fact that such person, at our
request, is or was a director or officer of another corporation, against the
liabilities, costs and expenses of every kind actually and reasonably incurred
by him as a result of such action, suit or proceeding, or any threat thereof or
any appeal thereon, to the full extent required or permitted under applicable
common or statutory law, state or federal. This indemnity is exclusive of other
rights to which such person may be entitled.
ITEM 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
ITEM 8. Exhibits.
--------
EXHIBIT
NUMBER DESCRIPTION
4.1 Comtech Group, Inc. 2004 Stock Incentive Plan.
5.1 Opinion of Loeb & Loeb LLP.
23.1 Consent of Deloitte Touche Tohmatsu
23.2 Consent of Loeb & Loeb LLP (contained in its opinion
filed as Exhibit 5.1 to this Registration
Statement).
24.1 Power of Attorney.
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 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.
(2) That, for the purpose of determining any liability under
the Securities 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.
(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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
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(C) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Nevada Revised Statutes, the Certificate of
Incorporation of the Company, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company in successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the securities being registered hereunder, the Company 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 of whether such
indemnification by it is against public policy as expressed in the Securities
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, 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 on this 10th day of
June, 2005.
COMTECH GROUP, INC.
By: /s/ Jeffrey Kang
-------------------------------------
Jeffrey Kang
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jeffrey Kang and Hope Ni, jointly and
severally, her (his) attorneys-in-fact, each with the power of substitution, for
her (him) in any and all capacities, to sign any and all 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
- -------------------------------- ------------------------------------- --------------
/s/ Jeffrey Kang Chief Executive Officer, President June 10, 2005
- -------------------------------- and Chairman (Principal Executive
Jeffrey Kang Officer)
/s/ Hope Ni Chief Financial Officer June 10, 2005
- -------------------------------- (Principal Financial and Accounting
Hope Ni Officer)
Chief Technical Officer and Director June 10, 2005
- --------------------------------
Li Zhou
/s/ Amy Kong Director June 10, 2005
- --------------------------------
Amy Kong
/s/ Q.Y. Ma Director June 10, 2005
- --------------------------------
Q.Y. Ma
/s/ Frank Zheng Director June 10, 2005
- --------------------------------
Frank Zheng
/s/ Mark S. Hauser Director June 10, 2005
- --------------------------------
Mark S. Hauser
Director June 10, 2005
- --------------------------------
Mark B. Segall
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NUMBER
4.1 Comtech Group, Inc. 2004 Stock Incentive Plan.
5.1 Opinion of Loeb & Loeb LLP.
23.1 Consent of Deloitte Touche Tohmatsu
23.2 Consent of Loeb & Loeb LLP (contained in its opinion filed
as Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (inlcuded on signature page).
6