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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
Gentner Communications Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Utah 87-0398877
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1825 West Research Way, Salt Lake City, Utah 84119
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(Address of Principal Executive Office) (Zip Code)
1990 Incentive Plan
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(Full Title of the Plan)
Russell D. Gentner, 1825 West Research Way, Salt Lake City, Utah 84119
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(Name and Address of Agent For Service)
(801) 975-7200
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed(1) Proposed(2)
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of(3)
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock 800,000 shares $0.8125 $650,000 $224
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(1) The maximum offering price per share of the securities is calculated
based on Rule 457(c). The maximum offering price is $0.8125
based on the average of the bid and asked price on August 28, 1996.
(2) The maximum aggregate offering price equals 800,000 shares
multiplied by the offering price of $0.8125 equaling $650,000.
(3) The amount of the Registration Fee equals $224. This amount
is arrived at by multiplying the maximum aggregate offering price of
$650,000 by 1/29th of 1%.
Incorporation of Registration Statement by Reference.
The contents of Gentner Communications Corporation's (the
"Company") S-8 Registration Statement filed with the Securities and
Exchange Commission as file number 33-65848, is hereby incorporated by
reference in its entirety.
BASIS FOR FILING OF REGISTRATION.
The Company is filing this Registration Statement as the
Board of Directors of the Company has determined to increase by eight
hundred thousand (800,000) the number of shares of its Common Stock
available for issuance under its 1990 Incentive Plan.
EXHIBITS
The following documents are filed as exhibits to this Form
S-8.
Exhibit Number Description
5 Opinion of Jones, Waldo, Holbrook & McDonough
regarding the legality of the securities being
registered hereunder.
23 Consent of Independent Auditors, Ernst & Young LLP.
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 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 Salt Lake City,
State of Utah, on September 4, 1996.
GENTNER COMMUNICATIONS CORPORATION
By: /s/ RUSSELL D. GENTNER
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Russell D. Gentner
Chief Executive Officer
(principal executive officer)
By: /s/ DAVID L. HARMON
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David L. Harmon
Chief Financial Officer
(principal financial &
accounting officer)
In addition to the signature of the Company set forth above,
this Form S-8 has been signed below by the following persons, in the
capacities and on the dates indicated:
POWER OF ATTORNEY
Know all men by these presents, that each person whose
signature appears below constitutes and appoints Russell D. Gentner, his
true and lawful attorney-in-fact and agent, with full power of
substitution for him and in his name, place, and stead, in any and all
capacities, to sign any or all amendments to this report on Form S-8 and
to file the same, with all exhibits thereto and other documents in
connection therewith, with the Commission, hereby ratifying and
confirming all that said attorney-in-fact or his substitute may do or
cause to be done by virtue hereof.
Signature Title Date
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/s/ RUSSELL D. GENTNER Director, Chairman of the
- ------------------------- Board of Directors, and
Russell D. Gentner Chief Executive Officer September 4, 1996
(principal executive officer)
/s/ BRAD R. BALDWIN Director September 4, 1996
- -------------------------
Brad R. Baldwin
/s/ EDWARD DALLIN BAGLEY Director September 4, 1996
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Edward Dallin Bagley
/s/ EDWARD N. BAGLEY Director September 4, 1996
- -------------------------
Edward N. Bagley
/s/ DWIGHT H. EGAN Director September 4, 1996
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Dwight H. Egan
/s/ K. BRADFORD ROMNEY Director September 4, 1996
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K. Bradford Romney
EXHIBIT 5
OPINION OF COUNSEL
[Letterhead of Jones, Waldo, Holbrook & McDonough]
Salt Lake City
August 28, 1996
Gentner Communications Corporation
1825 West Research Way
Salt Lake City, Utah 84119
Re: SEC Form S-8 Registration Statement for 1990 Incentive
Plan
Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") as it is proposed to be filed by Gentner
Communications Corporation (the "Company") with the Securities and
Exchange Commission (the "SEC") on or around August 30, 1996. The
Registration Statement will register with the SEC up to 800,000 shares
of the Company's common stock (the "Shares") for public trading under
the Securities Act of 1993, as amended. The Shares are to be issued
to directors and key employees of the Company pursuant to its 1990
Incentive Plan (the "Plan"). In preparing this opinion, we have
examined the Registration Statement, the Plan, the Company's Articles
of Incorporation, and the Company's Bylaws. We have assumed that in
each instance the Shares have been or will be issued pursuant to the
terms of the Plan.
Subject to the above qualifications and assumptions, it is our
opinion that, when the Shares are sold in accordance with the
Registration Statement, the Plan, and any grants thereunder, the
Shares will be legally issued, fully paid, and non-assessable. We
hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ JONES, WALDO, HOLBROOK & McDONOUGH
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Jones, Waldo, Holbrook & McDonough
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm in the Registration Statement
(Form S-8) for the registration of an additional 800,000 shares of common
stock pertaining to the 1990 Incentive Plan of Gentner Communications
Corporation and to the incorporation by reference therein of our report
dated August 4, 1995, with respect to the financial statements of Gentner
Communications Corporation included in its Annual Report (Form 10-KSB/A)
for the year ended June 30, 1995, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
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Ernst & Young LLP
Salt Lake City, Utah
August 30, 1996