-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T2siaGn9pzyIMRl83CkP4tHIH9f/7nt768LTy7xLGLM3OSiK6SEF5h0mRQQ9hEAl 1++vsXjLQI+kvbMOQR1bpA== 0000950005-97-000793.txt : 19971002 0000950005-97-000793.hdr.sgml : 19971002 ACCESSION NUMBER: 0000950005-97-000793 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970930 EFFECTIVENESS DATE: 19970930 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYLINK CORP /CA/ CENTRAL INDEX KEY: 0001005230 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 952891600 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-36845 FILM NUMBER: 97688909 BUSINESS ADDRESS: STREET 1: 910 HERMOSA COURT CITY: SUNNYVALE STATE: CA ZIP: 94086-4103 BUSINESS PHONE: 4087355800 MAIL ADDRESS: STREET 1: 910 HERMOSA CT CITY: SUNNYVALE STATE: CA ZIP: 94086-4103 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on September ___, 1997 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CYLINK CORPORATION (Exact Name of Registrant as Specified in Its Charter) California 95-3891600 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 910 Hermosa Court Sunnyvale, California 94086 (Address of Principal Executive Office, Including Zip Code) CYLINK CORPORATION AMENDED AND RESTATED 1994 FLEXIBLE STOCK INCENTIVE PLAN and the CYLINK/ARL 1997 NONQUALIFIED STOCK OPTION PLAN (Full Title of the Plans) Robert B. Fougner, Esq. General Counsel and Secretary Cylink Corporation 910 Hermosa Court Sunnyvale, California 94086 (Name and Address of Agent for Service) (408) 735-5800 (Telephone Number, Including Area Code, of Agent for Service) Copy to: Michael C. Phillips, Esq. Morrison & Foerster LLP 755 Page Mill Road Palo Alto, California 94304 ============================================================================================================================ CALCULATION OF REGISTRATION FEE ============================================================================================================================
Proposed maximum Title of securities to Amount to be offering price per Proposed maximum aggregate Amount of be registered registered share (1) offering price (1) registration fee - ------------------------ --------------------- ----------------------- ------------------------------- ===================== Common Stock 2,410,000 $14.44 $34,800,400 $10,545.00 ============================================================================================================================ (1) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(h) and (c) under the Securities Act of 1933, as amended, based upon an average of the high and low prices of Cylink Corporation common stock reported on the Nasdaq National Market on September 26, 1997.
Exhibit Index Located at Page 6 Page 1 of 7 Pages PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. In accordance with General Instruction E to Form S-8, the contents of the Registrant's Registration Statement on Form S-8, Commission File No. 333-09797, including exhibits thereto, are hereby incorporated by reference into this Registration Statement, except as the same may be modified by the information set forth herein. Item 8. Exhibits. Exhibit No. Description =========== =========== 4.1 Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 and 3.2 to the Registrant's Registration Statement on Form S-1 (Commission File No. 33-80719) which became effective on February 15, 1996 (the "Registration Statement on Form S-1")). 4.2 Registrant's Bylaws, and amendments thereto (incorporated by reference to Exhibit 3.3 and 3.4 to the Registration Statement on Form S-1). 5.1 Opinion of Morrison & Foerster LLP. 23.1 Consent of Counsel (included in Exhibit 5.1). 23.2 Consent of Price Waterhouse LLP (see page II-4). 24.1 Power of Attorney (see page II-5). II-2 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 24, 1997 which appears in Cylink Corporation's Annual Report on Form 10-K for the year ended December 31, 1996. We also consent to the application of such report to the Financial Statement Schedule for the three years ended December 31, 1996 listed under Item 14(a)2 of the 1996 Annual Report on Form 10-K when such schedule is read in conjunction with the financial statements referred to in our report. The audits referred to in such report also included this schedule. PRICE WATERHOUSE LLP San Jose, California September 29, 1997 II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Cylink Corporation 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 Sunnyvale, California, on September 29, 1997. CYLINK CORPORATION By /s/ John H. Daws -------------------------- John H. Daws Chief Financial Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Jimmy K. Omura, John H. Daws, and Robert B. Fougner, and each of them, as his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendment to this Registration Statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or any of them, or their or his substitute or substitutes, 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 and on the date indicated.
Signature Capacity Date ========= ======== ==== /s/ Fernand B. Sarrat President, Chief Executive September 29, 1997 - ------------------------ Officer and Director of the Board Fernand B. Sarrat of Directors (Principal Executive Officer) /s/ John H. Daws Vice President and Chief September 29, 1997 - ------------------- Financial Officer John H. Daws (Principal Financial and Accounting Officer) /s/ Jimmy K. Omura Chief Technical Officer and September 29, 1997 - --------------------- Director of the Board of Jimmy K. Omura Directors II-4 Signature Capacity Date - --------- -------- ---- /s/ Leo A. Guthart Director, Chairman of the September 29, 1997 - -------------------- Board of Directors Leo A. Guthart /s/ James H. Simons Director September 29, 1997 - --------------------- James H. Simons /s/ Howard L. Morgan Director September 29, 1997 - ---------------------- Howard L. Morgan /s/ Elwyn Berlekamp Director September 29, 1997 - --------------------- Elwyn Berlekamp /s/ William W. Harris Director September 29, 1997 - ----------------------- William W. Harris /s/ King W.W. Harris Director September 29, 1997 - ---------------------- King W.W. Harris /s/ William J. Perry Director September 29, 1997 - ---------------------- William J. Perry
II-5 INDEX TO EXHIBITS -----------------
Exhibit Sequentially Number Document Numbered Page ====== ======== ============= 4.1 Amended and Restated Articles of Incorporation of the Registrant - (incorporated by reference to Exhibit 3.1 and 3.2 to the Registrant's Registration Statement on Form S-1 (Commission File No. 33-80719) which became effective on February 15, 1996 (the "Registration Statement on Form S-1")). 4.2 Amended and Restated Bylaws of the Registrant (incorporated by reference - to Exhibit 3.3 to the Registration Statement on Form S-1). 5.1 Opinion of Morrison & Foerster LLP. 7 23.1 Consent of Counsel (included in Exhibit 5.1). - 23.2 Consent of Price Waterhouse LLP (see page II-4). 3 24.1 Power of Attorney (see page II-5). 4
II-6 EX-5.1 2 OPINION OF MORRISON & FORESTER LLP September 29, 1997 Cylink Corporation 910 Hermosa Court Sunnyvale, CA 94086 Gentlemen: At your request, we have examined the Registration Statement on Form S-8 executed by you on September 29, 1997, and to be filed with the Securities and Exchange Commission (the "SEC") in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 2,410,000 shares of your Common Stock, $.01 par value (the "Common Stock") issuable upon exercise of options which have been and will be granted pursuant to the Amended and Restated 1994 Flexible Stock Incentive Plan and the Cylink/ARL 1997 Nonqualified Stock Option Plan (the "Plans"). As your counsel in connection with the Registration Statement, we have examined the proceedings taken by you in connection with the adoption of the Plans and the authorization of the issuance of the Common Stock or options or warrants to purchase shares of Common Stock under the Plans (the "Plan Shares") and such documents as we have deemed necessary to render this opinion. Based upon the foregoing, it is our opinion that the Plan Shares, when issued and outstanding pursuant to the terms of the Plans, will be validly issued, fully paid and nonassessable shares of Common Stock. We consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Morrison & Foerster LLP Exhibit 5.1 Page 6 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----