-----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, PuKAFhvT67ycWEJYj4WSKIKznC6nXDP25TT15XkvmivfrfISZF5VH/4kpt3IM1bD En/yXZANapgRDk/PAuYxQg== 0000950005-01-500295.txt : 20010725 0000950005-01-500295.hdr.sgml : 20010725 ACCESSION NUMBER: 0000950005-01-500295 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010724 EFFECTIVENESS DATE: 20010724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYLINK CORP /CA/ CENTRAL INDEX KEY: 0001005230 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 953891600 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-65746 FILM NUMBER: 1687021 BUSINESS ADDRESS: STREET 1: 910 HERMOSA COURT CITY: SUNNYVALE STATE: CA ZIP: 94086-4103 BUSINESS PHONE: 4087355822 MAIL ADDRESS: STREET 1: 910 HERMOSA CT CITY: SUNNYVALE STATE: CA ZIP: 94086-4103 S-8 1 p14072s8.txt As filed with the Securities and Exchange Commission on July 24, 2001 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) 3131 Jay Street Santa Clara, California 95054 (Address of Registrant's Principal Executive Offices) 2000 Employee Stock Purchase Plan ------------------------------- (Full Title of Plans) Robert D. Fougner, Esq. General Counsel and Secretary Cylink Corporation 3131 Jay Street Santa Clara, California 95054 (408) 735-5800 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) --------------- Copy to: Paul L. Lion III, Esq. Morrison & Foerster LLP 755 Page Mill Road Palo Alto, CA 94304-1018 (415) 813-5615 --------------- CALCULATION OF REGISTRATION FEE
================================== ================== ==================== ======================== =============== Maximum Proposed Maximum Amount of Title of Securities Amount to Offering Price Aggregate Offering Registration to be Registered be Registered Per Share(1) Price(1) Fee - ---------------------------------- ------------------ -------------------- ------------------------ --------------- Common Stock, to be issued under the 2000 Employee Stock Purchase 326,811 $.505 $165,039.55 $43.57 Plan......................... ================================== ================== ==================== ======================== =============== (1) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee and based upon 100% of the average of the high and low prices reported on the Nasdaq National Market on July 20, 2001. ================================================================================
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part 1 of Form S-8 (plan information and registrant information and employee plan annual information) will be sent or given to employees as specified by Securities and Exchange Commission Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. There are hereby incorporated by reference in this Registration Statement the following documents and information previously filed with the Securities and Exchange Commission (the "Commission"): 1. The contents of the Registrant's Registration Statement on Form S-8, Commission File No. 333-41338, 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. 2. The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"). 3. The Company's Current Report on Form 10-Q for the period ended March 31, 2001. 4. The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed with the Commission on February 14, 1996. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and 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 in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 8. Exhibits. 5.1 Opinion of Morrison & Foerster LLP 23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP, Independent Auditors 23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants 24.1 Power of Attorney (see Signature Page) 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 Santa Clara, State of California, on July 23, 2001. CYLINK CORPORATION By: /s/ Christopher Chillingworth ----------------------------- Christopher Chillingworth Vice President of Finance and Administration and Chief Financial Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Christopher Chillingworth and Robert B. Fougner, and each of them, as 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, 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 the said attorney-in-fact 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/ Christopher Chillingworth Vice President of Finance July 20, 2001 - ---------------------------------- and Administration and Christopher Chillingworth Chief Financial Officer /s/ William P. Crowell President, Chief Executive July 23, 2001 - ---------------------------------- Officer, and Director William P. Crowell /s/ Leo A. Guthart Director, Chairman of the July 23, 2001 - ---------------------------------- Board of Directors Leo A. Guthart /s/ James S. Simons Director July 23, 2001 - ---------------------------------- James S. Simons Howard L. Morgan Director July __, 2001 - ---------------------------------- Howard L. Morgan /s/ Elwyn Berlekamp Director July 23, 2001 - ---------------------------------- Elwyn Berlekamp /s/ William W. Harris Director July 23, 2001 - ---------------------------------- William W. Harris Paul Gauvreau Director July __, 2001 - ---------------------------------- Paul Gauvreau Regis McKenna Director July __, 2001 - ---------------------------------- Regis McKenna INDEX TO EXHIBITS Exhibit Number Document 5.1 Opinion of Morrison & Foerster LLP 23.1 Consent of Counsel (included in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP, Independent Auditors 23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants 24.1 Power of Attorney (see Signature Page) EX-5.1 2 p14072ex51.txt EXHIBIT 5.1 July 23, 2001 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by Cylink Corporation, a California corporation (the "Company"), with the Securities and Exchange Commission on July 24, 2001 (the "Registration Statement"), relating to the registration under the Securities Act of 1933, as amended, of 326,811 shares of the Company's Common Stock (the "Shares"). The Shares are reserved for issuance pursuant to the Company's 2000 Employee Stock Purchase Plan. As counsel to the Company, we have examined the proceedings taken by the Company in connection with the registration of the Shares. It is our opinion that the Shares, when issued and sold in the manner described in the Registration Statement and the related Prospectus, will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. Very truly yours, /s/ Morrison & Foerster, LLP EX-23.2 3 p14072ex232.txt EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of Cylink Corporation on Form S-8 of our report dated February 6, 2001 (which expresses an unqualified opinion and includes an explanatory paragraph regarding a going concern uncertainty) appearing in the Annual Report on Form 10-K of Cylink Corporation for the year ended December 31, 2000. /s/ DELOITTE & TOUCHE LLP San Jose, California July 18, 2001 EX-23.3 4 p14072ex233.txt EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 1999 relating to the financial statements of Cylink Corporation, which appears in Cylink Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. /s/ PRICEWATERHOUSECOOPERS LLP San Jose, California July 18, 2001 -----END PRIVACY-ENHANCED MESSAGE-----