Edgar Filing: ALLEN TELECOM INC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 2002.

REGISTRATION NO. 333-82696
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ALLEN TELECOM INC.
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE 38-0290950
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

25101 CHAGRIN BOULEVARD, SUITE 350
BEACHWOOD, OHIO 44122
(216) 765-5800
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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LAURA C. MEAGHER, ESQ.
GENERAL COUNSEL AND SECRETARY
ALLEN TELECOM INC.
25101 CHAGRIN BOULEVARD, SUITE 350
BEACHWOOD, OHIO 44122
(216) 765-5818
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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COPIES TO:

CHRISTOPHER M. KELLY, ESQ. PAUL JACOBS, ESQ.
JONES, DAY, REAVIS & POGUE WARREN J. NIMETZ, ESQ.
NORTH POINT FULBRIGHT & JAWORSKI L.L.P.
901 LAKESIDE AVENUE 666 FIFTH AVENUE
CLEVELAND, OHIO 44114-1190 NEW YORK, NEW YORK 10103
(216) 586-3939 (212) 318-3384

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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EXPLANATORY NOTE

This amendment no. 2 is filed solely for the purpose of adding certain
exhibits not previously filed.

ITEM 16. EXHIBITS.

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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1.1 Form of Underwriting Agreement
4.1 Form of Certificate of Designation for the Series D %
Convertible Preferred Stock
5.1 Opinion of Jones, Day, Reavis & Pogue
*12.1 Statement Regarding Computation of Ratio of Earnings to
Combined Fixed Charges and Preferred Stock Dividends
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit
5.1)
*23.2 Consent of Deloitte & Touche LLP
*24.1 Powers of Attorney of Directors and Officers of Allen
Telecom Inc.

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*Previously filed

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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-3 and has duly caused this amendment no. 2 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the city of Beachwood, State of Ohio, on March 11,
2002.

ALLEN TELECOM INC.

By: /s/ LAURA C. MEAGHER
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LAURA C. MEAGHER
General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to the registration statement has been signed by the following persons in
the capacities and on the dates indicated.

/s/ ROBERT G. PAUL President, Chief Executive March 11, 2002
--------------------------------------------------- Officer and Director (Principal
Robert G. Paul Executive Officer)

/s/ ROBERT A. YOUDELMAN Executive Vice President and March 11, 2002
--------------------------------------------------- Chief Financial Officer
Robert A. Youdelman (Principal Financial Officer)

* Vice President -- Finance March 11, 2002
--------------------------------------------------- (Principal Accounting Officer)
James L. LePorte, III

* Chairman of the Board and March 11, 2002
--------------------------------------------------- Director
Philip Wm. Colburn

* Vice Chairman of the Board and March 11, 2002
--------------------------------------------------- Director
J. Chisholm Lyons

* Director March 11, 2002
---------------------------------------------------
Sheldon I. Ausman

* Director March 11, 2002
---------------------------------------------------
John F. McNiff

* Director March 11, 2002
---------------------------------------------------
Charles W. Robinson

* Director March 11, 2002
---------------------------------------------------
Martyn F. Roetter

* Director March 11, 2002
---------------------------------------------------
Gary B. Smith

* Director March 11, 2002
---------------------------------------------------
Kathleen M. H. Wallman

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* The undersigned, by signing his or her name hereto, does sign and execute this
amendment no. 2 to the registration statement pursuant to the powers of
attorney executed by the above-named officers and directors of the registrant,
which have been filed previously with the Securities and Exchange Commission
on behalf of such officers and directors.

By: /s/ LAURA C. MEAGHER
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Laura C. Meagher

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EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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* Previously filed