As filed with the Securities and Exchange Commission on July 22, 2002
Registration No. ________________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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ALLEN TELECOM INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 38-0290950
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
25101 Chagrin Boulevard
Beachwood, Ohio 44122
(Address of Principal Executive Offices Including Zip Code)
AMENDED AND RESTATED 1994 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full Title of the Plan)
Robert A. Youdelman, Executive Vice President
Chief Financial Officer and Assistant Secretary
Allen Telecom Inc.
25101 Chagrin Boulevard
Beachwood, Ohio 44122
(Name and Address of Agent For Service)
(216) 765-5800
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Title of Amount to be Proposed Maxi- Proposed Maxi- Amount of
Securities to Registered(1) mum Offering mum Aggregate Registration
be Registered Price Per Share(2) Offering Price(2) Fee
Common Stock, par value 250,000 $ 4.23 $ 1,057,500 $ 97.29
$1.00 per share(3)
========================================================================================================================
(1) Pursuant to Rule 416 of the Securities Act of 1933 ("Securities Act"), this
Registration Statement also covers such additional shares of Common Stock,
par value $1.00 per share ("Common Stock"), as may become issuable pursuant
to the anti-dilution provisions of the Allen Telecom Inc. Amended and
Restated 1994 Non-Employee Directors Stock Option Plan ("Plan").
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and
Regulations under the Securities Act, on the basis of the average of the
high and low sale prices of the Common Stock on the New York Stock Exchange
on July 15, 2002, within five business days prior to filing.
(3) One Series C Junior Participating Preferred Stock Purchase Right ("Right")
will also be issued with respect to each share of Common Stock. The terms
of the Rights are described in the Form 8-A filed by the Registrant on
January 9, 1998.
Exhibit Index Appears on Page 5
Part II
Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement No. 033-53499 on Form S-8 as filed by Allen Telecom Inc.
(formerly named, The Allen Group Inc.) ("Registrant") with the Securities and
Exchange Commission ("SEC") on May 5, 1994, is incorporated herein by reference.
Item 8. EXHIBITS
4(a) Third Restated Certificate of Incorporation (filed as Exhibit
4(a) to Registrant's Registration Statement No. 333-96805 on Form
S-8 filed on July 19, 2002, and incorporated herein by
reference).
4(b) By-laws, as amended and restated through February 16, 1999 (filed
as Exhibit 3(b) to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998, and incorporated herein
by reference).
4(c) Certificate of Designation, Preferences and Rights of Series C
Junior Participating Preferred Stock (filed as Exhibit 4(c) to
Registrant's Registration Statement No. 033-53499 on Form S-8
filed on May 4, 1998, and incorporated herein by reference).
4(d) Rights Agreement, dated as of January 20, 1998, between the
Registrant and Fifth Third Bank (as successor to Harris Trust
Company of New York), as Rights Agent (filed as Exhibit Number
4.1 to Registrant's Registration Statement on Form 8-A filed
January 9, 1998 and incorporated herein by reference).
4(e) Form of Certificate of Designation for the Series D 7.75%
Convertible Preferred Stock (filed as Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002, and incorporated herein by reference and made a
part hereof).
4(f) Amended and Restated 1994 Non-Employee Directors Stock Option
Plan (filed as Exhibit B to the Registrant's Proxy Statement
dated March 16, 2001 and incorporated herein by reference).
5 Opinion of Counsel of Laura C. Meagher, regarding the legality of
the securities being registered.
23(a) Independent Auditors' Consent, Deloitte & Touche LLP.
23(b) Consent of Counsel (included in Exhibit 5).
24 Power of Attorney.
2
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 Beachwood, State of Ohio, on July 19, 2002.
ALLEN TELECOM INC.
By: /s/ Robert A. Youdelman
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Robert A. Youdelman, Executive Vice
President and Chief Financial Officer
3
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 July 19, 2002.
Signature Title
--------- -----
* President and Chief Executive Officer and Director
-------------------------------------- (Principal Executive Officer)
Robert G. Paul
* Executive Vice President and Chief Financial
-------------------------------------- Officer (Principal Financial Officer)
Robert A. Youdelman
* Vice President - Finance (Principal Accounting
-------------------------------------- Officer)
James L. LePorte, III
* Director
--------------------------------------
Sheldon I. Ausman
* Chairman of the Board and Director
--------------------------------------
Philip Wm. Colburn
* Vice Chairman of the Board and Director
--------------------------------------
J. Chisholm Lyons
* Director
--------------------------------------
Charles W. Robinson
* Director
--------------------------------------
Martyn F. Roetter
* Director
--------------------------------------
Gary B. Smith
* Director
--------------------------------------
Kathleen M. H. Wallman
* Robert A. Youdelman, the undersigned attorney-in-fact, by signing his
name hereto, does hereby sign and execute this Registration Statement on behalf
of the above indicated officers and directors thereof (constituting a majority
of the directors) pursuant to a power of attorney filed with the Securities and
Exchange Commission.
July 19, 2002 By:/s/ Robert A. Youdelman
---------------------------------------
Robert A. Youdelman, Attorney-in-Fact
4
EXHIBIT INDEX
4(a) Third Restated Certificate of Incorporation (filed as Exhibit 4(a) to
Registrant's Registration Statement No. 333-96805 on Form S-8 filed on
July 19, 2002, and incorporated herein by reference).
4(b) By-laws, as amended and restated through February 16, 1999 (filed as
Exhibit 3(b) to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, and incorporated herein by reference).
4(c) Certificate of Designation, Preferences and Rights of Series C Junior
Participating Preferred Stock (filed as Exhibit 4(c) to Registrant's
Registration Statement No. 033-53499 on Form S-8 filed on May 4, 1998,
and incorporated herein by reference).
4(d) Rights Agreement, dated as of January 20, 1998, between the Registrant
and Fifth Third Bank (as successor to Harris Trust Company of New
York), as Rights Agent (filed as Exhibit Number 4.1 to Registrant's
Registration Statement on Form 8-A filed January 9, 1998 and
incorporated herein by reference).
4(e) Form of Certificate of Designation for the Series D 7.75% Convertible
Preferred Stock (filed as Exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2002, and
incorporated herein by reference and made a part hereof).
4(f) Amended and Restated 1994 Non-Employee Directors Stock Option Plan
(filed as Exhibit B to the Registrant's Proxy Statement dated March
16, 2001 and incorporated herein by reference).
5 Opinion of Counsel of Laura C. Meagher, regarding the legality of the
securities being registered.
23(a) Independent Auditors' Consent, Deloitte & Touche LLP.
23(b) Consent of Counsel (included in Exhibit 5).
24 Power of Attorney.
5