As filed with the Securities and Exchange Commission on January 23, 2001
Registration No. 333-_____________
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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SSE TELECOM, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 52-1466297
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
3663
(Primary Standard Industrial
Classification Code Number)
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47823 Westinghouse Drive
Fremont, California 94539
(510) 657-7552
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
Director's Stock Option Plan
1997 Equity Participation Plan
(Full Title of the Plans)
Leon F. Blachowicz
47823 Westinghouse Drive
Fremont, California 94539
(510) 657-7552
(Name, Address and Telephone Number of Agent for Service)
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Copies to:
Corinna M. Wong, Esq.
Baker & McKenzie
660 Hansen Way
Palo Alto, California 94304
(650) 856-2400
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CALCULATION OF REGISTRATION FEE
------------------------------------------ ---------------------- ---------------------- ------------------------ ------------------
Title of Each Class of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered(1) Registered(2) Offering Price per Aggregate Offering Registration Fee
Share(3) Price (3)
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Common Stock, $0.01 par value 550,000 shares $1.375 $756,250 $189.07
------------------------------------------ ---------------------- ---------------------- ------------------------ ------------------
(1) Shares of common stock of SSE Telecom, Inc. (the "Company"), $0.01 par value
per share (the "Common Stock"), being registered hereby relate with respect to
150,000 shares to the Directors' Stock Option Plan and 400,000 shares to the
1997 Equity Participation Plan (collectively, the "Plans").
(2) The shares in the Calculation of Registration Fee Table, and which may be
offered pursuant to this Registration Statement, include, pursuant to Rule 416
of the Securities Act of 1933, as amended, such additional number of shares that
may become issuable as a result of any share split, share dividend or similar
event. In addition, pursuant to Rule 416(c) under the Securities Act, this
Registraton Statement also covers an indeterminate amount of interest to be
offered or sold pursuant to the Plans described herein.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rule 457(h) and 457(c) under the Securities Act,
based upon the average of the high and low prices of the common stock on the
Nasdaq National Market on January 18, 2001.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
SSE Telecom, Inc.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(A) The Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 2000, (File No. 0-16473) filed
pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including all materials
incorporated by reference therein;
(B) The description of the Registrant's Common Stock which is
contained in the Registration Statement on Form 8-A, filed
July 15, 1991, under the Exchange Act, including any amendment
or report filed for the purpose of updating such description;
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
of this Registration Statement from the date of the filing of such reports and
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Common Stock to be offered is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF LIABILITY
As permitted by sections 102 and 145 of the Delaware General
Corporation Law, the Registrant's certificate of incorporation eliminates a
director's personal liability for monetary damages to the Registrant and its
stockholders arising from a breach or alleged breach of a director's fiduciary
duty except for liability under Section 174 of the Delaware General Corporation
Law or liability for any breach of the director's duty of loyalty to the
Registrant or its stockholders, for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, or for any
transaction from which the director derived an improper personal benefit. The
effect of this provision in the certificate of incorporation is to eliminate the
rights of the Registrant and its stockholders (through stockholders' derivative
suits on behalf of the Registrant) to recover monetary damages against a
director for breach of fiduciary duty as a director (including breaches
resulting from negligent or grossly negligent behavior) except in the situations
described above.
There is no litigation pending, and neither the Registrant nor any of
its directors know of any threatened litigation, which might result in a claim
for indemnification by any director or officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
4.1 Director's Stock Option Plan, as amended (incorporated herein
by reference to Exhibit B of the Registrant's Definitive Proxy
Statement filed with the Commission on January 21, 2000
("January 2000 Proxy Statement")).
4.2 1997 Equity Participation Plan, as amended (incorporated
herein by reference to Exhibit A of the January 2000 Proxy
Statement).
II-1
5.1 Opinion of Baker & McKenzie.*
23.1 Consent of Baker & McKenzie (included in Exhibit 5.1).*
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.*
24.1 Power of Attorney (included on signature page).*
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* filed herewith
ITEM 9. UNDERTAKINGS.
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;
(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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (1)(i) and (1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference 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.
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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant 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 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 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, 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 Clara, State of California, on January 22,
2001.
SSE TELECOM, INC.
/s/ Leon F. Blachowicz
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By: Leon F. Blachowicz
President, Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Leon F. Blachowicz and John Marsh, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, and to file the same
with all exhibits thereto and all documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully 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 and on the dates indicated.
Signature Title Date
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PRINCIPAL EXECUTIVE OFFICER:
/s/ Leon F. Blachowicz President, Chief Executive January 22, 2001
-------------------------------------------- Officer and a Director
Leon F. Blachowicz
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:
/s/ James J. Commendatore Chief Financial Officer January 22, 2001
--------------------------------------------
James J. Commendatore
/s/ John Marsh Controller January 22, 2001
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John Marsh
ADDITIONAL DIRECTORS:
/s/ Joseph T. Pisula Director January 22, 2001
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Joseph T. Pisula
/s/ Lawrence W. Roberts Director January 22, 2001
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Lawrence W. Roberts
II-3
EXHIBIT INDEX
4.1 Director's Stock Option Plan, as amended (incorporated herein
by reference to Exhibit B of the Registrant's Definitive Proxy
Statement filed with the Commission on January 21, 2000
("January 2000 Proxy Statement")).
4.2 1997 Equity Participation Plan, as amended (incorporated
herein by reference to Exhibit A of the January 2000 Proxy
Statement).
5.1 Opinion of Baker & McKenzie.*
23.1 Consent of Baker & McKenzie (included in Exhibit 5.1).*
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.*
24.1 Power of Attorney (included on signature page).*
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* filed herewith