-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, NU5g6OrpxuuGt+EKFqcHKnPmX2dfFet2UqP3HpIyrPPakw8NIlapgYSD4IxCl63G MRYcBrH18VNQFyT7pXHg5g== 0000950134-95-001711.txt : 19950801 0000950134-95-001711.hdr.sgml : 19950801 ACCESSION NUMBER: 0000950134-95-001711 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950731 EFFECTIVENESS DATE: 19950819 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DSC COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000316004 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 541025763 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61423 FILM NUMBER: 95557628 BUSINESS ADDRESS: STREET 1: 1000 COIT RD CITY: PLANO STATE: TX ZIP: 75075 BUSINESS PHONE: 2145193000 MAIL ADDRESS: STREET 1: 1000 COIT ROAD CITY: PLANO STATE: TX ZIP: 75075-5813 FORMER COMPANY: FORMER CONFORMED NAME: DIGITAL SWITCH CORP DATE OF NAME CHANGE: 19850425 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on July 31, 1995. Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- DSC COMMUNICATIONS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 54-1025763 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1000 COIT ROAD 75075 PLANO, TEXAS (Zip Code) (Address of principal executive offices) DSC COMMUNICATIONS CORPORATION 1990 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) GEORGE B. BRUNT DSC COMMUNICATIONS CORPORATION 1000 COIT ROAD PLANO, TEXAS 75075 (214) 519-3000 (Name, address, and telephone number, including area code, of agent for service) with a copy to: DANIEL W. RABUN BAKER & MCKENZIE 2001 ROSS AVENUE, SUITE 4500 DALLAS, TEXAS 75201 ---------------------- CALCULATION OF REGISTRATION FEE
========================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF BE REGISTERED (1) REGISTERED SHARE(2) PRICE (2) REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 1,000,000 Shares $52.25 $52,250,000 $18,018 - -------------------------------------------------------------------------------------------------------------------------- Preferred Stock Purchase Rights(3) 1,000,000 Rights N/A N/A N/A ==========================================================================================================================
(1) Shares of common stock of DSC Communications Corporation (the "Company"), $.01 par value per share (the "Common Stock"), being registered hereby relate to the DSC Communications Corporation 1990 Employee Stock Purchase Plan (the "Plan"). Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the basis of the average of the high and low sale prices of the Common Stock on July 24, 1995, as reported on the Nasdaq Stock Market. (3) In accordance with rule 457(g),no additional registration fee is required in respect of Preferred Stock Purchase Rights. ================================================================================ THE 1,000,000 SHARES OF COMMON STOCK BEING REGISTERED HEREBY SHALL BE ISSUED UNDER THE PLAN, WHICH WAS AMENDED AS OF APRIL 26, 1995, TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN. PURSUANT TO INSTRUCTION E OF FORM S-8, THE CONTENTS OF THE COMPANY'S REGISTRATION STATEMENT ON FORM S-8 AS FILED WITH SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 1991, REGISTRATION NO. 33-38544, ARE INCORPORATED BY REFERENCE. 2 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 July 31, 1995. DSC COMMUNICATIONS CORPORATION By:/s/ James L. Donald ------------------------------------- James L. Donald Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby authorizes James L. Donald or Gerald F. Montry to file one or more amendments (including post-effective amendments) to this registration statement, which amendments may make such changes in this registration statement as each of them deems appropriate, and each such person hereby appoints James L. Donald or Gerald F. Montry as attorney-in-fact to execute in the name and on behalf of the Company and any such person, individually and in each capacity stated below, any such amendments to this registration statement. 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.
Name Title Date ---- ----- ---- /s/ James L. Donald Chairman of the Board, President, July 31, 1995 --------------------------------- Chief Executive Officer, and James L. Donald Director (Principal Executive Officer) /s/ Gerald F. Montry Senior Vice President, Chief July 31, 1995 --------------------------------- Financial Officer and Director Gerald F. Montry (Principal Financial Officer) /s/ Kenneth R. Vines Vice President, Finance (Principal July 31, 1995 --------------------------------- Accounting Officer) Kenneth R. Vines /s/ Clement M. Brown, Jr. Director July 31, 1995 --------------------------------- Clement M. Brown, Jr. /s/ Frank J. Cummiskey Director July 31, 1995 --------------------------------- Frank J. Cummiskey /s/ Sir John Fairclough Director July 31, 1995 --------------------------------- Sir John Fairclough /s/ Raymond J. Dempsey Director July 31, 1995 --------------------------------- Raymond J. Dempsey
-2- 3
Name Title Date ---- ----- ---- /s/ James L. Fischer Director July 31, 1995 --------------------------------- James L. Fischer /s/ Robert S. Folsom Director July 31, 1995 --------------------------------- Robert S. Folsom /s/ James M. Nolan Director July 31, 1995 --------------------------------- James M. Nolan
-3- 4 EXHIBIT INDEX
Exhibit No. Description Page - ----------- ----------- ---- 3.1 Certificate of Amendment of Certificate of Incorporation of the Company dated April 27, 1994 3.2 Certificate of Correction of Certificate of Amendment of Restated Certificate of Incorporation of the Company dated June 8, 1995 3.3 Certificate of Amendment of Restated Certificate of Incorporation of the Company dated June 8, 1995 5 Opinion of Baker & McKenzie 23.1 Consent of Baker & McKenzie (See Exhibit 5) 23.2 Consent of Ernst & Young, LLP 24 Power of Attorney (included on the signature page of the Registration Statement)
EX-3.1 2 AMENDMENT OF CERTIFICATE OF INCORPORATION 1 EXHIBIT 3.1 2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION DSC COMMUNICATIONS CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of DSC COMMUNICATIONS CORPORATION (the "Company"), resolutions were duly adopted setting forth the proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED, that it is advisable and in the best interest of the Company that subsection (a) of Article FOURTH of the Company's Restated Certificate of Incorporation be further amended to read as follows: "FOURTH: The total number of shares of all classes of stock which the corporation shall have the authority to issue shall be as set forth in subsection (a) below. (a) The total number of shares of Common stock which the corporation shall have the authority to issue shall be two hundred and fifty million (250,000,000) shares of the par value of $.01 each." SECOND: That thereafter, pursuant to resolution of its board of directors, the annual meeting of stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said DSC COMMUNICATIONS CORPORATION has caused this Certificate to be signed by William R. Tempest, its Vice President, Secretary and General Counsel, and attested by John T. Roberts, its Assistant Secretary, this 27th day of April, 1994. 3 DSC COMMUNICATIONS CORPORATION [Corporate Seal] By: /s/ William R. Tempest ------------------------------ William R. Tempest ATTEST: /s/ John T. Roberts - ----------------------------- John T. Roberts, Assistant Secretary EX-3.2 3 CORRECTION OF CERTIFICATE OF AMENDMENT 1 EXHIBIT 3.2 2 CERTIFICATE OF CORRECTION OF CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF DSC COMMUNICATIONS CORPORATION DSC COMMUNICATIONS CORPORATION, a Delaware corporation (the "Company"), pursuant to Section 103(f) of the General Corporation Law of the State of Delaware, hereby certifies that: 1. A Certificate of Amendment of Certificate of Incorporation (the "Certificate of Amendment") was filed with the Secretary of State of the State of Delaware on April 27, 1994, and is an inaccurate record of the corporate action therein referred to, and therefore said Certificate of Amendment requires correction in accordance with Section 103(f) of the General Corporation Law of the State of Delaware. 2. The inaccuracy in the Certificate of Amendment was an inaccurate description of the amendment to Article FOURTH of the Restated Certificate of Incorporation of the Company that was duly adopted by the Company. 3. This Certificate of Correction corrects the Certificate of Amendment by deleting Paragraphs FIRST, SECOND and THIRD of the Certificate of Amendment in their entirety and replacing such Paragraphs with the following: "FIRST: That subsection (a) of Article FOURTH of the Company's Restated Certificate of Incorporation is hereby amended in its entirety to read in full as follows: '(a) The total number of shares of Common Stock which the corporation shall have the authority to issue shall be two hundred and fifty million (250,000,000) shares of the par value of $.01 each.' SECOND: That the foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware." IN WITNESS WHEREOF, DSC COMMUNICATIONS CORPORATION has caused this Certificate to be signed by George B. Brunt, its Vice President, Secretary and General Counsel, on June 8, 1995. DSC COMMUNICATIONS CORPORATION /s/ George B. Brunt -------------------------------- George B. Brunt, Vice President, Secretary and General Counsel EX-3.3 4 AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION 1 EXHIBIT 3.3 2 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF DSC COMMUNICATIONS CORPORATION DSC COMMUNICATIONS CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That subsection (a) of Article FOURTH of the Company's Restated Certificate of Incorporation is hereby amended in its entirety to read in full as follows: "(a) The total number of shares of Common Stock which the corporation shall have the authority to issue shall be five hundred million (500,000,000) shares of the par value of $.01 each." SECOND: That the foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, DSC COMMUNICATIONS CORPORATION has caused this Certificate to be signed by George B. Brunt, its Vice President, Secretary and General Counsel, on June 8, 1995. DSC COMMUNICATIONS CORPORATION /s/ George B. Brunt -------------------------------- George B. Brunt, Vice President, Secretary and General Counsel EX-5 5 OPINION OF BAKER & MCKENZIE 1 EXHIBIT 5 2 July 31, 1995 DSC Communications Corporation 1001 Coit Road Dallas, Texas 75075 Gentlemen: DSC Communications Corporation, a Delaware corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") a registration statement (the "Registration Statement") on Form S-8 under the Securities Act of 1933, as amended (the "Act"). The Registration Statement covers 1,000,000 shares of common stock, $.01 par value per share ("Common Stock"), of the Company, and such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan (such shares collectively referred to as the "Securities"). Such shares are to be issued pursuant to the Company's 1990 Employee Stock Purchase Plan (the "Plan"). We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement. In rendering this opinion we have examined such corporate records, documents and instruments of the Company and such certificates of public officials, have received such representations from officers of the Company, and have reviewed such questions of law as in our judgment are necessary, relevant or appropriate to enable us to render the opinion expressed below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all corporate records, documents and instruments submitted to us as originals, the conformity to original documents of all documents submitted to us as conformed, certified or photostatic copies thereof, and the authenticity of the originals of such photostatic, certified or conformed copies. Based upon such examination and review and upon representations made to us by officers of the Company, we are of the opinion that upon issuance and delivery of the Securities in accordance with the terms and conditions of the Plan, and upon receipt by the Company of the full consideration for the Securities as determined pursuant to the Plan, the Common Stock will be legally issued, fully paid and nonassessable shares of Common Stock of the Company. This firm consents to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission thereunder. Respectfully submitted, BAKER & MCKENZIE EX-23.2 6 CONSENT OF ERNST & YOUNG, LLP 1 EXHIBIT 23.2 2 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 of DSC Communications Corporation, related to the registration of shares for the 1990 Employee Stock Purchase Plan, of our reports dated January 23, 1995, with respect to the consolidated financial statements and schedule of DSC Communications Corporation included and incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1994, filed with the Securities and Exchange Commission. /s/ Ernst & Young, LLP Dallas, Texas, July 28, 1995 -----END PRIVACY-ENHANCED MESSAGE-----