As filed with the Securities and Exchange Commission on August 12, 2004
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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TESSCO TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 52-0729657
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11126 MCCORMICK ROAD 21031
HUNT VALLEY, MARYLAND (Zip Code)
(Address of Principal Executive Office)
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TESSCO TECHNOLOGIES INCORPORATED
AMENDED AND RESTATED 1994 STOCK AND INCENTIVE PLAN
(Full title of the plan)
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ROBERT B. BARNHILL, JR., WITH A COPY TO:
PRESIDENT DOUGLAS M. FOX, ESQUIRE
11126 McCormick Road Ballard Spahr Andrews & Ingersoll, LLP
Hunt Valley, Maryland 21031 300 East Lombard Street
(410) 229-1000 18th Floor
Baltimore, Maryland 21202
(410) 528-5600
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of securities Amount to offering price Proposed maximum Amount of
to be registered be registered per share Aggregate offering price registration fee
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Common Stock, par 839,500 (1) $15.28(2) $12,827,560 $1,625.25
value $.01 per share
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement shall be deemed to cover an indeterminate number of
additional shares of Common Stock in order to adjust the number of shares
reserved for issuance pursuant to the plan as the result of a stock split,
stock dividend or similar transaction.
(2) Pursuant to Rule 457(c) and (h)(1), the proposed maximum offering price per
share, proposed maximum aggregate offering price and the amount of
registration fee are based upon the average of the high and low prices
reported on The Nasdaq National Market on August 6, 2004, for the
Registrant's Common Stock with respect to 839,500 shares available for
issuance under the TESSCO Technologies Incorporated Amended and Restated
1994 Stock and Incentive Plan.
PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
By a Registration Statement on Form S-8 filed with
Securities and Exchange Commission (the "Commission") on December 7, 1994,
Registration File No. 33-87178, TESSCO Technologies Incorporated, a Delaware
corporation (the "Registrant"), previously registered, among other shares,
333,000 shares of its common stock, par value $.01 per share ("Common
Stock"), reserved for issuance from time to time in connection with the
Registrant's 1994 Stock and Incentive Plan. Since December 7, 1994, the
TESSCO Technologies Incorporated 1994 Stock and Incentive Plan has been
amended, and amended and restated, as the TESSCO Technologies Incorporated
Amended and Restated 1994 Stock and Incentive Plan (the "Plan"), resulting
in, among other things, an overall increase in the aggregate number of shares
of Common Stock issuable thereunder to 1,172,500 shares. Under this
Registration Statement, Registrant is registering the additional 839,500
shares issuable under the Plan.
Items 4, 6, 7 and 9 of Part II of the Registrant's
Registration Statement on Form S-8 (File No. 33-87178) are incorporated by
reference herein pursuant to Instruction E of Form S-8.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, filed or to be filed with the
Commission, are incorporated herein by reference:
(a) The Registration Statement on Form S-8 filed with the
Commission on December 7, 1994 (File No. 33-87178).
(b) The Registrant's Annual Report on Form 10-K as filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which includes the consolidated financial
statements of the Registrant as of March 28, 2004, together with the related
notes and the report of the Registrant's independent public accountants, filed
with the Commission on June 17, 2004 (File No. 0-24746);
(c) The Registrant's Quarterly Report on Form 10-Q as
filed pursuant to Section 13 or 15(d) of the Exchange Act for the quarterly
period ended June 27, 2004, filed with the Commission on August 11, 2004.
(d) All other reports of the Registrant filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the Registrant's
most recent fiscal year ended March 28, 2004; and
(e) The description of the common stock, par value $.01 per
share (the "Common Stock"), of the Registrant contained in its Registration
Statement on Form S-1, and amendments thereto (File No. 33-82834), which is
incorporated by reference into its Registration Statement on Form 8-A (File No.
0-24746) filed by the Registrant pursuant to the Exchange Act.
In addition, 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 hereby 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 hereof from the date of filing of such
document. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes
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of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. The
statements required to be so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement. We are not, however, incorporating by reference any documents, or
portions of documents, that are not deemed "filed" with the Commission,
including any information furnished pursuant to Items 9 or 12 of Form 8-K.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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3.1.1 Amended and Restated Certificate of Incorporation of the
Registrant filed on September 29, 1993 in the Office of the
Secretary of State of the State of Delaware (incorporated by
reference to Exhibit 3.1.1 to the Registrant's Registration
Statement on Form S-1 (No. 33-81834)).
3.1.2 Certificate of Retirement of the Registrant filed on January
13, 1994 in the Office of the Secretary of State of the State
of Delaware (incorporated by reference to Exhibit 3.1.2 to the
Registrant's Registration Statement on Form S-1 (No.
33-81834)).
3.1.3 Certificate of Amendment to Certificate of Incorporation of
the Registrant filed on July 20, 1994 in the Office of the
Secretary of State of the State of Delaware (incorporated by
reference to Exhibit 3.1.3 to the Registrant's Registration
Statement of Form S-1 (No. 33-81834)).
3.1.4 Certificate of Amendment to Certificate of Incorporation of
the Registrant filed on September 6, 1996 in the Office of the
Secretary of State of the State of Delaware (incorporated by
reference to Exhibit 3.1.4 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended March 28, 1997).
3.2.1 Amended and Restated By-laws of the Registrant (incorporated by
reference to Exhibit 3.2.1 to the Registrant's Registration
Statement on Form S-1 (No. 33-81834)).
3.2.2 First Amendment to Amended and Restated By-laws of the Registrant
(incorporated by reference to Exhibit 3.2.2 to the Registrant's
Registration Statement on Form S-1 (No. 33-81834)).
4.1.1 TESSCO Technologies Incorporated Amended and Restated 1994
Stock and Incentive Plan.
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP
(contained in Exhibit 5).
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Exhibit
Number Description
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23.2 Consent of Ernst & Young LLP.
24 Power of Attorney is located on the signature page.
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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, at Hunt Valley, Maryland, on August 12, 2004.
TESSCO TECHNOLOGIES INCORPORATED
By: /s/ Robert B. Barnhill
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Robert B. Barnhill, Jr.,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert B. Barnhill, Jr., as the true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent 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 or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
[BALANCE OF THIS PAGE INTENTIONALLY BLANK]
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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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/s/ Robert B. Barnhill, Jr. President, Chief Executive Officer August 12, 2004
--------------------------------- and Chairman of the Board
Robert B. Barnhill, Jr. (principal executive officer)
/s/ Robert C. Singer Senior Vice President and August 12, 2004
---------------------------------- Chief Financial Officer
Robert C. Singer (principal financial and accounting officer)
/s/ John D. Beletic Director August 12, 2004
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John D. Beletic
/s/ Jerome C. Eppler Director August 12, 2004
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Jerome C. Eppler
/s/ Benn R. Konsynski Director August 12, 2004
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Benn R. Konsynski
/s/ Daniel Okrent Director August 12, 2004
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Daniel Okrent
/s/ Dennis J. Shaughnessy Director August 12, 2004
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Dennis J. Shaughnessy
/s/ Morton F. Zifferer, Jr. Director August 12, 2004
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Morton F. Zifferer, Jr.
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EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit
Number Description
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3.1.1 Amended and Restated Certificate of Incorporation of the
Registrant filed on September 29, 1993 in the Office of the
Secretary of State of the State of Delaware (incorporated by
reference to Exhibit 3.1.1 to the Registrant's Registration
Statement on Form S-1 (No. 33-81834)).
3.1.2 Certificate of Retirement of the Registrant filed on January
13, 1994 in the Office of the Secretary of State of the State
of Delaware (incorporated by reference to Exhibit 3.1.2 to the
Registrant's Registration Statement on Form S-1 (No.
33-81834)).
3.1.3 Certificate of Amendment to Certificate of Incorporation of
the Registrant filed on July 20, 1994 in the Office of the
Secretary of State of the State of Delaware (incorporated by
reference to Exhibit 3.1.3 to the Registrant's Registration
Statement of Form S-1 (No. 33-81834)).
3.1.4 Certificate of Amendment to Certificate of Incorporation of
the Registrant filed on September 6, 1996 in the Office of the
Secretary of State of the State of Delaware (incorporated by
reference to Exhibit 3.1.4 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended March 28, 1997).
3.2.1 Amended and Restated By-laws of the Registrant (incorporated by
reference to Exhibit 3.2.1 to the Registrant's Registration Statement
on Form S-1 (No. 33-81834)).
3.2.2 First Amendment to Amended and Restated By-laws of the Registrant
(incorporated by reference to Exhibit 3.2.2 to the
Registrant's Registration Statement on Form S-1 (No. 33-81834)).
4.1.1 TESSCO Technologies Incorporated Amended and Restated 1994 Stock and
Incentive Plan.
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (contained in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
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