s8registrationstatement.htm
As filed
with the Securities and Exchange Commission on November 24, 2009
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CPI
INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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75-3142681
(I.R.S.
Employer
Identification
No.)
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811
Hansen Way
Palo
Alto, California 94303-1110
(Address
of Principal Executive Offices, Including Zip Code)
CPI
International, Inc. 2006 Equity and Performance Incentive Plan
(Full
Title of the Plan)
Joel
A. Littman
811
Hansen Way
Palo
Alto, California 94303-1110
(Name and
Address of Agent For Service)
(650)
846-2900
Telephone
Number, Including Area Code, of Agent For Service
Copy
to:
Richard
C. Wirthlin, Esq.
Irell
& Manella LLP
1800
Avenue of the Stars, Suite 900
Los
Angeles, California 90067
(310)
277-1010
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated
filer” and “small reporting company” in Rule 12b-2 of the Exchange
Act.
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Large
accelerated filer o
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Accelerated
filer
x
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Non-accelerated
filer o
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(Do
not check if a smaller reporting company)
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Smaller
reporting company o
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CALCULATION
OF REGISTRATION FEE
Title
of Each Class of Securities to be Registered
|
Amount
to be registered(1)
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Proposed
Maximum Offering Price Per Share(2)
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Proposed
Maximum Aggregate Offering Price(2)
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Amount
of Registration Fee
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Common
Stock, par value $0.01 per share
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1,400,000
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$9.78
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$13,692,000
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$764.01
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(1)
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This
Registration Statement will also cover any additional shares of Common
Stock that become issuable under the above-mentioned plan by reason of any
stock dividend, stock split, recapitalization, reorganization or other
similar transaction effected without the Registrant's receipt of
consideration that results in an increase in the number of outstanding
shares of the Registrant's Common
Stock.
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(2)
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Estimated
solely for purposes of calculating the registration fee. Computed in
accordance with Rule 457(h) under the Securities Act of 1933, based on the
average of the high and low prices of the Common Stock as quoted on the
Nasdaq Global Select Market on November 20,
2009.
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EXPLANATORY
NOTE
On May
26, 2006, we registered 1,401,144 shares of our common stock par value $0.01 per
share issuable under our CPI International, Inc. 2006 Equity and Performance
Incentive Plan (“2006 Plan”), pursuant to a Registration Statement on Form S-8
(File No. 333-134521). This Registration Statement on Form S-8 is
being filed pursuant to General Instruction E to Form S-8 to register an
additional 1,400,000 shares of common stock issuable under the 2006
Plan.
INCORPORATION
OF DOCUMENTS BY REFERENCE
Pursuant
to General Instruction E to Form S-8, the contents of our Registration Statement
on Form S-8 (File No. 333-134521) filed with the Securities and Exchange
Commission on May 26, 2006, including each of the documents filed by us with the
Securities and Exchange Commission and incorporated or deemed to be incorporated
by reference therein and including each of the documents filed as Exhibits to
such Registration Statement, are incorporated herein by reference.
PART
II
Item
8. Exhibits.
Exhibit
No.
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5.1
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Opinion
of Irell & Manella LLP
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23.1
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Consent
of Irell & Manella LLP (included as part of Exhibit
5.1)
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23.2
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Consent
of KPMG LLP, Independent Registered Public Accounting
Firm
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24.1
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Power
of Attorney (included in the signature page and incorporated herein by
reference)
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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 Palo Alto, state of California, on November 24, 2009.
CPI
International, Inc.
By: /s/ Joel A.
Littman
Joel A. Littman
Chief Financial Officer
KNOW ALL
MEN BY THESE PRESENTS, that each director and officer of CPI International,
Inc., a Delaware corporation (“CPI International”), whose signature appears
below constitutes and appoints O. Joe Caldarelli, Robert A. Fickett and Joel A.
Littman, and each of them, his true and lawful attorney-in-fact and agent, with
full power and authority to each of them to act without the other and with full
power of substitution and re-substitution in the name and on behalf of the
undersigned in any and all capacities stated below: (i) to execute, in his name
and on his behalf, in any and all capacities, this Registration Statement on
Form S-8 and any amendments thereto (and any additional registration statement
related thereto permitted by Rule 462(b) promulgated under the Securities Act of
1933 (and all further amendments including post-effective amendments thereto))
necessary or advisable to enable CPI International to comply with the Securities
Act, and any rules, regulations and requirements of the Securities and Exchange
Commission, in respect thereof, in connection with the registration of the
securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney
may deem appropriate, and (2) to take any and all actions and execute all such
other documents as they, or any of them, may deem necessary or desirable in
connection with the foregoing, as fully as the undersigned might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, 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
indicated.
Signature
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Title
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Date
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/s/ O. Joe Caldarelli
O.
Joe Caldarelli
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Chief
Executive Officer and Director
(Principal
Executive Officer)
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November
24, 2009
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/s/ Joel A. Littman
Joel
A. Littman
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Chief
Financial Officer, Treasurer
and
Secretary (Principal Financial
and
Accounting Officer)
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November
24, 2009
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/s/ Michael Targoff
Michael
Targoff
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Chairman
of the Board of Directors
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November
24, 2009
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/s/ Michael F. Finley
Michael
F. Finley
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Director
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November
24, 2009
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/s/ Jeffrey P. Hughes
Jeffrey
P. Hughes
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Director
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November
24, 2009
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/s/ Stephen R. Larson
Stephen
R. Larson
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Director
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November
24, 2009
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/s/ William P. Rutledge
William
P. Rutledge
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Director
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November
24, 2009
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INDEX TO
EXHIBITS
Exhibit
No.
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5.1
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Opinion
of Irell & Manella LLP
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23.1
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Consent
of Irell & Manella LLP (included as part of Exhibit
5.1)
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23.2
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Consent
of KPMG LLP, Independent Registered Public Accounting
Firm
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24.1
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Power
of Attorney (included in the signature page and incorporated herein by
reference)
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