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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1997
REGISTRATION NO. 333-_____________
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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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GIGA-TRONICS INCORPORATED
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2656341
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
4650 NORRIS CANYON ROAD
SAN RAMON, CALIFORNIA 94583
(Address of Principal Executive Offices) (Zip Code)
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GIGA-TRONICS INCORPORATED RESTATED 1990 STOCK OPTION PLAN
(Full title of the Plan)
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GEORGE H. BRUNS, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
GIGA-TRONICS INCORPORATED
4650 NORRIS CANYON ROAD, SAN RAMON, CALIFORNIA 94583
(Name and Address of Agent for Service)
(510) 328-4650
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered (1) per Share (2) Offering Price (2) Registration Fee(2)
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Options to Purchase 700,000 N/A N/A N/A
Common Stock
Common Stock, no 700,000 shares $8.875 $4,987,500 $1608.54
par value
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Giga-tronics
Incorporated Restated 1990 Stock Option Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an
increase in the number of the outstanding shares of Giga-tronics
Incorporated Common Stock.
(2) A Registration Statement on Form S-8 was filed with the Securities
and Exchange Commission on October 18, 1994, registering 400,000
shares of Common Stock, no par value, and Options to purchase such
Common Stock issuable pursuant to the Giga-tronics Incorporated
Restated 1990 Stock Option Plan
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(Registration No. 33-85278) and a registration fee for such shares of
Common Stock of $801.72 was paid in connection therewith.
Accordingly, the fee of $806.82 for the registration of 300,000
additional shares of Common Stock, no par value, and Options to
purchase such Common Stock accompanies this registration statement on
Form S-8 and is calculated solely for purposes of this offering under
Rule 457(h) of the Securities Act of 1933, as amended, on the basis
of the average of the high and low selling prices per share of Common
Stock of Giga-tronics Incorporated on October 27, 1997, as reported
on the Nasdaq National Market, for the additional shares of Common
Stock registered hereby.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Giga-tronics Incorporated (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended March 29, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 28, 1997;
(c) The Registrant's Registration Statement No. 0-12719 on
Form 8-A filed with the SEC on July 27, 1984, in which
there is described the terms, rights and provisions
applicable to the Registrant's outstanding Common Stock;
and
(d) The Registrant's Registration Statement on Form S-8
(Registration No. 33-85278) filed with the SEC on October
18, 1994.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Sections 204 and 317 of the California General Corporation Law and the
Registrant's Bylaws contain provisions authorizing the indemnification of
corporate directors and officers against certain liabilities and expenses
incurred in connection with proceedings involving such persons in their
capacities as directors and officers, including proceedings under the Securities
Act of 1933, as amended (the "1933 Act"), or the 1934 Act.
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Section 29 of the Registrant's Bylaws requires the Registrant to
indemnify all directors and officers to the fullest extent permitted by
California law and also provides for the advancement of expenses to officers and
directors in connection with their defense of civil or criminal proceedings upon
the written undertaking of the director or officer to repay the advance in the
event it is ultimately determined that such individual is not entitled to
indemnification under the California General Corporation Law.
In addition, the Registrant has entered into supplemental
indemnification agreements with its directors which broaden the scope of
indemnity beyond that expressly provided by the Bylaws and the California
General Corporation Law. These supplemental contracts are permissible under
California General Corporation Law and have been approved by the Registrant's
shareholders. The agreements provide the directors with indemnification to the
fullest possible extent permitted by law against all expenses (including
attorney fees), judgments, fines and settlement amounts incurred or paid by them
in any action or proceeding (including any action by or in the right of the
Registrant) by reason of their service either as a director, officer, employee
or agent of the Registrant or, at the Registrant's request, as a director,
officer, agent or employee of another company, partnership, joint venture, trust
or other enterprise. However, no indemnity will be provided to any director with
respect to conduct which is adjudged to be knowingly fraudulent, deliberately
dishonest or to constitute willful misconduct.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number Exhibit
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4 Instruments Defining Rights of Shareholders. Reference is made to Registrant's
Registration Statement No. 0-12719 on Form 8-A which is incorporated herein by
reference pursuant to Item 3(c).
5 Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Independent Auditors - KPMG Peat Marwick.
23.2 Consent of Gibson, Dunn & Crutcher is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 Giga-tronics Incorporated Restated 1990 Stock Option Plan, as amended.
99.2 Notice of Grant of Stock Options with Stock Option Agreement (Employees).
99.3 Notice of Grant of Stock Options with Stock Option Agreement (Officers).
99.4 Non-Statutory Stock Option Agreement.
99.5 Non-Statutory Stock Option Agreement (Automatic/Non-Employee Director Grant).
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Item 9. Undertaking
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 (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (l)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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, and
(3) to remove from registration by means of a posteffective amendment any of the
securities being registered which remain unsold upon the termination of the
Registrant's Restated 1990 Stock Option Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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.
C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnity provisions incorporated by reference in
Item 6, or otherwise, the Registrant has been informed that in the opinion of
the SEC such indemnification is against public policy as expressed in the 1933
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 1933 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, thereunto
duly authorized, in the City of San Ramon, State of California, on this 24th day
of October, 1997.
GIGA-TRONICS INCORPORATED
By: /s/ George H. Bruns, Jr.
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George H. Bruns, Jr.
Chairman and Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Giga-tronics Incorporated, a
California corporation, do hereby constitute and appoint George H. Bruns, Jr.
and Mark H. Cosmez, II, and each of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and either one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or either of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
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/s/ George H. Bruns, Jr. Chairman and Chief Executive Officer and October 24, 1997
- -------------------------------- Director (Principal Executive Officer)
George H. Bruns, Jr.
/s/ Mark H. Cosmez, II Chief Financial Officer and Vice-President, October 24, 1997
- -------------------------------- Finance (Principal Financial Officer and
Mark H. Cosmez, II Principal Accounting Officer)
Director
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James A. Cole
/s/ Edward D. Sherman Director October 24, 1997
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Edward D. Sherman
/s/ Robert C. Wilson Director October 26, 1997
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Robert C. Wilson
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
GIGA-TRONICS INCORPORATED
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EXHIBIT INDEX
Exhibit Number Exhibit
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4 Instruments Defining Rights of Shareholders. Reference is made to Registrant's
Registration Statement No. 0-12719 on Form 8-A which is incorporated herein by
reference pursuant to Item 3(c).
5 Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Independent Auditors - KPMG Peat Marwick.
23.2 Consent of Gibson, Dunn & Crutcher LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 Giga-tronics Incorporated Restated 1990 Stock Option Plan.
99.2 Notice of Grant of Stock Options with Stock Option Agreement (Employees).
99.3 Notice of Grant of Stock Options with Stock Option Agreement (Officers).
99.4 Non-Statutory Stock Option Agreement.
99.5 Non-Statutory Stock Option Agreement (Non-Employee Director Grant).