S-8

As filed with the Securities and Exchange Commission on March 9, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DZS Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	22-3509099
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)
5700 Tennyson Parkway, Suite 400
Plano, TX	75024
(Address of Principal Executive Offices)	(Zip Code)

2017 Incentive Award Plan

(Full Title of the Plan)

Charles D. Vogt

President and Chief Executive Officer

5700 Tennyson Parkway, Suite 400

Plano, TX 75024

(Name and Address of Agent for Service)

(469) 327-1531

(Telephone Number, Including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Statement of Incorporation by Reference

This Registration Statement on Form S-8, relating to the 2017 Incentive Award Plan (the “2017 Plan”) of DZS Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the 2017 Plan has previously been filed and is effective. Pursuant to General Instruction E to Form S-8, except as otherwise set forth below, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-221568, relating to the 2017 Plan filed by the Registrant with the Securities and Exchange Commission on November 15, 2017.

Item 8. Exhibits.

The following exhibits are incorporated herein by reference:

Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date	Filed or Furnished Herewith
5.1	Opinion of Grable Martin Fulton PLLC				X
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm				X
23.2	Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm				X
23.3	Consent of Grable Martin Fulton PLLC (included in Exhibit 5.1)				X
24.1	Power of Attorney (included on the signature page of this Registration Statement)				X
99.1	DASAN Zhone Solutions, Inc. 2017 Incentive Award Plan	8-K	10.1	January 10, 2017
99.2	Amendment to DASAN Zhone Solutions, Inc. 2017 Incentive Award Plan	10-K	10.1.1	March 12, 2019
99.3	Form of Stock Option Agreement for the DASAN Zhone Solutions, Inc. 2017 Incentive Award Plan	8-K	10.2	January 10, 2017
99.4	Form of Restricted Stock Unit Award Agreement for the DASAN Zhone Solutions, Inc. 2017 Incentive Award Plan	10-K	10.1	September 27, 2017
107	Filing Fee Table				X

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 Plano, State of Texas on this 9^h day of March, 2022.

DZS INC.
By:	/s/ Charles Daniel Vogt
	Charles Daniel Vogt
	President, Chief Executive Officer and Director

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of DZS Inc., hereby severally constitute and appoint Charles D. Vogt, Misty Kawecki and Justin K. Ferguson, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable DZS Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

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 dates indicated.

Signature	Title	Date
/s/ Charles Daniel Vogt	President, Chief Executive Officer (Principal Executive Officer) and Director	March 9, 2022
Charles Daniel Vogt
/s/ Misty Kawecki	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 9, 2022
Misty Kawecki
/s Min Woo Nam	Chairman of the Board of Directors	March 9, 2022
Min Woo Nam
/s/ Matt Bross	Director	March 9, 2022
Matt Bross
/s/ David Schopp	Director	March 9, 2022
David Schopp
/s/ Barbara Carbone	Director	March 9, 2022
Barbara Carbone
/s/ Joon Kyung Kim	Director	March 9, 2022
Joon Kyung Kim
/s/ Choon Yul Yoo	Director	March 9, 2022
Choon Yul Yoo

EX-5.1

Exhibit 5.1

March 9, 2022

DZS Inc.

5700 Plano Parkway, Suite 400

Plano, Texas 75024

Re:Registration Statement on Form S-8

2017 Incentive Award Plan

Ladies and Gentlemen:

We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 1,099,636 shares of common stock, $0.001 par value per share (the “Shares”), of DZS Inc., a Delaware corporation (the “Company”) issuable under the Company’s 2017 Incentive Award Plan (the “Plan”).

We have examined the Certificate of Incorporation and Bylaws of the Company, each as amended and/or restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the State of Texas, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ GRABLE MARTIN FULTON PLLC

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement pertaining to the 2017 Incentive Award Plan (the “2017 Plan”) of DZS Inc. of our reports dated March 9, 2022, with respect to the consolidated financial statements of DZS Inc. and subsidiaries and the effectiveness of internal control over financial reporting of DZS Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Dallas, TX

March 9, 2022

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 11, 2021 with respect to the consolidated financial statements included in the Annual Report of DZS Inc. and subsidiaries on Form 10-K for the year ended December 31, 2021, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of said report in this Registration Statement.

/s/ GRANT THORNTON LLP

Dallas, TX

March 9, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

DZS Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Share	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common stock, $0.001 par value per share	457(c); 457(h)	1,099,636 shares (2)	$13.69 (3)	$15,054,016.80	$0.0000927	$1,395.51
Total Offering Amounts					$15,054,016.80		$1,395.51
Total Fee Offsets							$0
Net Fee Due							$1,395.51

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Consists of 1,099,636 additional shares issuable under the 2017 Incentive Award Plan of DZS Inc.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low sales price of the registrant’s common stock on the Nasdaq Global Select Market on March 8, 2022.