As filed with the Securities and Exchange Commission on June 6, 2003.
Registration No. 333-________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
WESTELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3154957
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
750 NORTH COMMONS DRIVE
AURORA, ILLINOIS 60504
(Address of Principal Executive Offices)
WESTELL TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTIONS
PURSUANT TO INDIVIDUAL STOCK OPTION AGREEMENTS
(Full title of the plans)
E. VAN CULLENS
CHIEF EXECUTIVE OFFICER
750 NORTH COMMONS DRIVE
AURORA, ILLINOIS 60504
(Name and address of agent for service)
630-898-2500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
offering price per aggregate offering
Amount to be share2 price3 Amount of registration
Title of securities to be registered1 fee
registered
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Class A Common Stock, par value 1,000,000 $1.95 $1,950,000 $173.55
$0.01 per share, to be issued
pursuant to Non-Qualified Stock
Option
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Class A Common Stock, par value 400,000 $2.00 $800,000 $71.20
$0.01 per share to be issued
pursuant to Non-Qualified Stock
Option
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Class A Common Stock, par value 400,000 $5.00 $2,000,000 $178.00
$0.01 per share to be issued
pursuant to Non-Qualified Stock
Option
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Class A Common Stock, par value 76,923 $1.95 $149,999.85 $13.35
$0.01 per share to be issued
pursuant to Non-Qualified Stock
Option
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Class A Common Stock, par value 100,000 $1.32 $132,000 $11.75
$0.01 per share to be issued
pursuant to Non-Qualified Stock
Option
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TOTAL
1,976,923 -- 5,031,999.85 $447.85
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1 This Registration Statement covers certain shares that are reserved for issuance under individual stock option agreements with
certain executive officers. In addition, this registration statement also covers an indeterminate number of additional shares
which may be issued if the anti-dilution adjustment provisions of the option grant becomes operative.
2 The purchase price represents the exercise price per share for options to purchase shares of Class A Common Stock under the
individual stock option agreements referenced in footnote (1) above.
3 Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(h) under the Securities Act of
1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
We incorporate by reference the following documents:
(1) Our Annual Report on Form 10-K for the fiscal year ended
March 31, 2002, which we have filed with the SEC.
(2) Our Quarterly Reports on Form 10-Q for the quarters ended
June 30, 2002, September 30, 2002, as amended, and December 31, 2002, as
amended.
(3) Current Report on Form 8-K dated May 21, 2003.
(4) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since the end of the fiscal year covered
by the Form 10-K referred to in clause (1) above.
(5) The description of our Class A Common Stock contained in
our Registration Statement on Form 8-A, dated November 22, 1995, which we have
filed with the SEC.
Any documents which we file with the SEC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, after today but
before we file a post-effective amendment to this registration statement which
states that all shares of our common stock offered have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
by reference in this registration statement from the date of filing (we refer to
such documents, and the documents listed above, as "Incorporated Documents").
To the extent information contained in this registration statement or
any Incorporated Document differs from information contained in an earlier-filed
Incorporated Document, rely on the different information in this registration
statement or the later-filed Incorporated Document.
Item 4. Description of Securities
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
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As permitted by the Delaware General Corporation Law, the Registrant
has included in its Certificate of Incorporation a provision to eliminate the
personal liability of its directors for monetary damages for breach or alleged
breach of their fiduciary duties as directors, subject to certain exceptions. In
addition, the By-laws of the Registrant provide that the Registrant is required
to indemnify its officers and directors under certain circumstances, including
those circumstances in which indemnification would otherwise be discretionary,
and the Registrant is required to advance expenses to its officers and directors
as incurred in connection with proceedings against them for which they may be
indemnified.
Item 7. Exemption From Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
Exhibit
Number Document
5 Opinion of McDermott, Will & Emery
23.1 Consent of Ernst & Young LLP
23.2 Consent of McDermott, Will & Emery (included in Exhibit 5)
24 Powers of Attorney (included in the signature page)
Item 9. Undertakings
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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.
C. 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 foregoing provisions, 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.
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 Aurora, Illinois on June 5 , 2003.
WESTELL TECHNOLOGIES, INC.
By: /s/ E. VAN CULLENS
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E. Van Cullens,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Nicholas Hindman, E. Van Cullens and
Melvin J. Simon and each of them, his true and lawful attorney-in-fact and
agent, with full power to act without the other and with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, in any and all capacities (including his capacity as a director
and/or officer of Westell Technologies, Inc.) to sign any and all amendments to
this Registration Statement, and to file all of the same, with all exhibits
thereto, and other documents in connection therewith, with the SEC, 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 and about the premises, 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 their or his 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 June 5, 2003.
/s/ John W. Seazholtz Chairman of the Board of Directors
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John W. Seazholtz
/s/ E. Van Cullens President, Chief Executive Officer
--------------------------------------- (Principal Executive Officer) and
E. Van Cullens Director
/s/ Nicholas C. Hindman Chief Financial Officer and Senior
--------------------------------------- Vice President (Principal
Nicholas C. Hindman Financial and Accounting Officer)
/s/ Paul A. Dwyer Director
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Paul A. Dwyer
/s/ Robert C. Penny III Director
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Robert C. Penny III
/s/ Roger L. Plummer Director
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Roger L. Plummer
/s/ Melvin J. Simon Assistant Secretary and Treasurer
--------------------------------------- and Director
Melvin J. Simon
/s/ Bernard F. Sergesketter Director
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Bernard F. Sergesketter
/s/ Thomas A. Reynolds, III Director
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Thomas A. Reynolds, III