GLENAYRE TECHNOLOGIES, INC.
 

 
 
As Filed With the Securities and Exchange Commission on August 11, 2006
Registration No. 333-[____________]
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLENAYRE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
     
DELAWARE   98-0085742
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)
     
825 8th Avenue, 23rd Floor, NY, NY   10019
(Address of Principal Executive Offices)   (Zip Code)
GLENAYRE 1996 INCENTIVE STOCK PLAN
(Full title of the plan)
DEBRA ZIOLA
Executive Vice President and
Chief Financial Officer
Glenayre Technologies, Inc.
825 8th Avenue, 23rd Floor
NY, NY 10019
(Name and address of agent for service)
(770) 283-2525
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
ELIZABETH H. NOE
Paul, Hastings, Janofsky & Walker, LLP
600 Peachtree Street, Suite 2400
Atlanta, Georgia 30308
CALCULATION OF REGISTRATION FEE
                             
 
  Title     Amount     Proposed Maximum     Proposed Maximum     Amount Of  
  Of Securities To Be     To Be     Offering Price     Aggregate     Registration  
  Registered     Registered(1)     Per Share     Offering Price     Fee  
 
Common Stock, $.02 par value
     3,000,000 shares (2)     $2.53 (3)     $7,590,000 (3)     $812 (3)  
 
(1)   The Common Stock, $.02 par value includes the associated rights to purchase Series A Junior Participating Preferred Stock, $.01 par value that are attached to and trade with the shares of the Common Stock. Upon a stock split, stock dividend or similar transaction in the future and during the effectiveness of this Registration Statement involving Common Stock of the Registrant, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933, as amended.
 
(2)   Any value attributable to the rights to purchase Series A Junior Participating Preferred Stock that are attached to and trade with shares of the Common Stock is reflected in the market price of the Common Stock. Accordingly, no separate filing fee is being paid with respect to such rights.
 
(3)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended, on the basis of $2.53 per share, the average of the high and low prices for the Common Stock on August 8, 2006 as reported by The Nasdaq Stock Market.
 
 

 

 

EXPLANATORY NOTE
     Glenayre Technologies, Inc. (the “Company”) first filed a Registration Statement on Form S-8 with the Securities and Exchange Commission relating to the Glenayre 1996 Incentive Stock Plan (the “1996 Plan”) on May 28, 1996 (File No. 333-04635). Subsequently and for the purpose of registering additional shares authorized for issuance under the 1996 Plan, the Company filed Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-04635) on May 26, 1998, the Registration Statement on Form S-8 (No. 333-81155) on June 21, 1999, the Registration Statement on Form S-8 (No. 333-37446) on May 19, 2000 and the Registration Statement on Form S-8 (No. 333-107786) on August 8, 2003. The Company is filing this Registration Statement to register an additional 3,000,000 shares of $.02 par value Common Stock (including the associated rights to purchase Series A Junior Participating Preferred Stock, $.01 par value that are attached to and trade with the shares of the Common Stock) authorized for issuance under the 1996 Plan pursuant to an amendment to the 1996 Plan.
STATEMENT OF INCORPORATION BY REFERENCE
     As permitted by General Instruction E to Form S-8, this Registration Statement on Form S-8 incorporates by reference the contents of (i) PART I and (ii) PART II, Items 4, 6, 7 and 9, of the Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-04635) filed by the Registrant on May 26, 1998, the Registration Statement on Form S-8 (No. 333-81155) filed by the Registrant on June 21, 1999, the Registration Statement on Form S-8 (No. 333-37446) filed by the Registrant on May 19, 2000 and the Registration Statement on Form S-8 (No. 333-107786) filed by the Registrant on August 8, 2003.
Part II
Item 3. Incorporation of Documents by Reference.
     The following documents have been filed by Glenayre Technologies, Inc. (the “Company”) with the Securities and Exchange Commission (Commission File Number 0-15761) and are incorporated herein by reference:
  (a)   The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.
 
  (b)   The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
 
  (c)   The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
 
  (d)   The Company’s Current Report on Form 8-K filed on June 22, 2006.
 
  (e)   The description of the Company’s Common Stock contained in the Company’s Registration Statement filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended including any amendment or report filed for the purpose of updating such description.

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  (f)   The description of the Company’s Series A Junior Participating Preferred Stock contained in the Company’s Registration Statement filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended including any amendment or report filed for the purpose of updating such description.
     All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date hereof 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 herein and to be part hereof from the date of filing of such reports and documents.
Item 8. Exhibits.
  4   Glenayre 1996 Incentive Stock Plan, as amended (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006).
 
  5   Opinion of Paul, Hastings, Janofsky & Walker LLP (filed herewith).
 
  15   Acknowledgment of Ernst & Young LLP (filed herewith).
 
  23.1   Consent of Ernst & Young LLP (filed herewith).
 
  23.2   Consent of Paul, Hastings, Janofsky & Walker LLP(contained in Exhibit 5).

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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 New York, State of New York, on August 11, 2006.
         
  GLENAYRE TECHNOLOGIES, INC.
 		  
  By /s/ Debra Ziola    
  Debra Ziola   
  Executive Vice President and
Chief Financial Officer 		  
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
         
Signature   Capacity   Date
         
/s/ Clarke H. Bailey
 
Clarke H. Bailey		   Chairman of the Board, Chief Executive Officer (Principal Executive Officer), and Director   August 11, 2006
         
/s/ Debra Ziola
 
Debra Ziola		   Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)   August 11, 2006
         
/s/ Ramon D. Ardizzone
 
Ramon D. Ardizzone		   Director   August 11, 2006
         
/s/ Donald S. Bates
 
Donald S. Bates		   Director   August 11, 2006
         
/s/ Cliff O. Bickell
 
Cliff O. Bickell		   Director   August 11, 2006
         
/s/ Peter W. Gilson
 
Peter W. Gilson		   Director   August 11, 2006
         
/s/ John J. Hurley
 
John J. Hurley		   Director   August 11, 2006
         
/s/ Horace H. Sibley
 
Horace H. Sibley		   Director   August 11, 2006
         
/s/ Howard W. Speaks, Jr.
 
Howard W. Speaks, Jr.		   Director   August 11, 2006

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
GLENAYRE TECHNOLOGIES, INC.
Commission File Number 0-15761
EXHIBIT INDEX
         
Exhibit   Description
  4    
Glenayre 1996 Incentive Stock Plan, as amended (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006).
       
 
  5    
Opinion of Paul, Hastings, Janofsky & Walker LLP (filed herewith).
       
 
  15    
Acknowledgment of Ernst & Young LLP (filed herewith).
       
 
  23.1    
Consent of Ernst & Young LLP (filed herewith).
       
 
  23.2    
Consent of Paul, Hastings, Janofsky & Walker LLP(contained in Exhibit 5).

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