-----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, W6vXgcx/2QdlrmM6ZEV9N9vatMs5Vwt+OySwKswSlM5xrNf7Dgc2va/6i9Yn6E1s xKiWA/H8yt6Kvq5pqJDQ3w== 0000950134-95-001712.txt : 19950801 0000950134-95-001712.hdr.sgml : 19950801 ACCESSION NUMBER: 0000950134-95-001712 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 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: 033-61425 FILM NUMBER: 95557633 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) INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN OF DSC COMMUNICATIONS CORPORATION (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 750,000 Shares $52.25 $39,187,500 $13,513 - ---------------------------------------------------------------------------------------------------------------------- Preferred Stock Purchase Rights(3) 750,000 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 International Employee Stock Purchase Plan of DSC Communications Corporation (the "International 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 International 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. ================================================================================ 2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The documents listed in (a), (b) and (c) below are hereby incorporated by reference into this Registration Statement. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this Registration Statement and prior to the filing of a post-effective amendment to the Registration Statement which indicates that all shares of common stock, $.01 par value per share (the "Common Stock"), offered hereunder have been sold or which deregisters all shares then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995. (c) The description of the Common Stock contained in the Company's Form 8-A filed on May 21, 1986 for registration of the Common Stock pursuant to Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such description. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company's bylaws require that directors and officers be indemnified to the maximum extent permitted by law. The Company's Restated Certificate of Incorporation includes a provision eliminating, to the fullest extent permitted by Delaware law, director liability for monetary damages for breaches of fiduciary duty. Section 145 of the General Corporation Law of the State of Delaware provides that a director or officer of a corporation (i) shall be indemnified by the corporation for all expenses of litigation or other legal proceedings brought against such person by reason of the fact that such person is or was a director or an officer of the corporation when he is successful on the merits, (ii) may be indemnified by the corporation for the expenses, judgments, fines, and amounts paid in settlement of such litigation (other than a derivative suit) even if he is not successful on the merits if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation (and, in the case of a criminal proceeding, had no reason to believe his conduct was unlawful), and (iii) may be indemnified by the corporation for expenses of a derivative suit (a suit by a stockholder alleging a breach by a director or officer of a duty owed to the corporation), even if he is not successful on the merits, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, provided that no such indemnification may be made in accordance with this clause (iii) if the director or officer is adjudged liable to the corporation, unless a court determines that, despite such adjudication but in view of all circumstances, he is fairly and reasonably entitled to indemnification of such expenses. The indemnification described in clauses (ii) and (iii) above shall be made only upon order by a court or a determination by (a) a majority of a quorum of disinterested directors, (b) independent legal counsel in a written opinion if such quorum cannot be obtained or even if obtainable and a quorum of disinterested directors so directs, or (c) the stockholders, that indemnification is proper because the applicable standard of conduct is met. Expenses incurred by a director or officer in defending an action may be advanced by the corporation prior to the final disposition of such action upon receipt of an undertaking by such director or officer to repay such expenses if it is ultimately determined that he is not entitled to be indemnified in connection with the proceeding to which the expenses relate. The Company has purchased and currently has in force directors' and officers' liability insurance policies which cover certain liabilities of directors and officers arising out of claims based on certain acts or omissions by them in their capacity as directors or officers. The Company has entered into indemnification agreements with each of its directors and executive officers and with two of its officers who are not executive officers. Each of these agreements, among other things, contractually obligates the Company to, under certain circumstances, indemnify the officer or director against certain expenses and liabilities arising out of legal proceedings which may be brought against such officer or director by reason of his status or service as a director or officer. In addition, in a related trust agreement II-1 3 (the "Trust Agreement"), the Company has provided $1 million to be held in trust by a third-party trustee to be used to satisfy the Company's obligations pursuant to the indemnification agreements which have been executed and any similar agreements which may be executed in the future. The Trust Agreement further provides that the Company's Board of Directors may, in its discretion, provide up to an additional $1 million to the trustee. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. None. ITEM 8. EXHIBITS. The following are filed as exhibits to this Registration Statement: Exhibit No. Description 4.1 Rights Agreement, dated as of May 12, 1986, between the Company and the Chase Manhattan Bank, N.A., as Rights Agent (incorporated by reference from the Company's Registration Statement on Form 8-A, dated May 21, 1986, as amended by Amendment No. 1 on Form 8, dated July 28, 1989, and Amendment No. 2 on Form 8, dated May 28, 1991, each as filed with the Securities and Exchange Commission pursuant to Section 12(g) of the Exchange Act). 4.2 Form of Letter to the Company's Stockholders, dated May 22, 1986, related to the adoption of the Rights Agreement described in Exhibit 4.1 (incorporated by reference from the Company's Registration Statement on Form 8-A, dated May 21, 1986, as amended by Amendment No. 1, on Form 8, dated July 28, 1989, and Amendment No. 2 on Form 8, dated May 28, 1991, each as filed with the Securities and Exchange Commission pursuant to Section 12(g) of the Exchange Act). *4.3 International Employee Stock Purchase Plan of DSC Communications Corporation *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) - ----------------- * filed herewith II-2 4 ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the Plan of Distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 5 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
II-4 6
Name Title Date ---- ----- ---- /s/ Sir John Fairclough Director July 31, 1995 --------------------------------- Sir John Fairclough /s/ Raymond J. Dempsey Director July 31, 1995 --------------------------------- Raymond J. Dempsey /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
II-5 7 EXHIBIT INDEX
Exhibit No. Description Page - ----------- ----------- ---- 4.3 International Employee Stock Purchase Plan of DSC Communications Corporation 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-4.3 2 INTERNAL EMPLOYEE STOCK PURCHASE PLAN 1 EXHIBIT 4.3 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN OF DSC COMMUNICATIONS CORPORATION ARTICLE I PURPOSE SECTION 1.1 This Employee Stock Purchase Plan ("Plan") is intended to encourage certain employees of DSC Communications Corporation ("Corporation") and its affiliates to remain in the employ of the Corporation or its affiliates and to acquire a proprietary interest in the Corporation through the purchase of Common Stock of the Corporation. It is intended that this Plan shall not constitute an "Employee Stock Purchase Plan" within the meaning of Section 423 of the Internal Revenue Code of the United States of America and the benefits of Section 423 shall not be available to persons covered by the Plan. Pursuant to the Plan, employees of the Corporation and its affiliates will be able to purchase Common Stock of the Corporation, at a price determined by the Committee, which may be less than the fair market value on the date of purchase, from funds accumulated in a manner determined by the Committee, such as through payroll deductions within a specified period from the effective date of Offering under the Plan. Common Stock certificates will be issued after the final Expiration Date of each such Offering. ARTICLE II DEFINITIONS SECTION 2.1 The following words and phrases shall have the meanings indicated for the purposes of the Plan unless the context clearly indicates otherwise: (a) "Affiliate" -- Any person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Corporation. (b) "Board" or "Board of Directors" -- The Board of Directors of DSC Communications Corporation. (c) "Committee" -- The Compensation Committee provided for in Article III. (d) "Corporation" -- DSC Communications Corporation. (e) "Employee" -- Any employee of the Corporation or an Affiliate who is eligible to participate in the Plan, as determined by the Committee. (f) "Expiration Date" -- The last day on which payroll deductions or payments in such other manner specified by the Committee may be made for the purpose of purchasing Stock pursuant to the terms of any Offering. (g) "Offering" -- Any Offering made by the Corporation in accordance with applicable laws and regulations and the terms and conditions of the Plan permitting Employees to purchase Stock under the Plan. (h) "Option" -- The right and option of an Employee to purchase Stock pursuant to an Offering. (i) "Optionee" or "Participating Employee" -- An Employee who makes an election to participate in the Plan pursuant to Section 6.2. 2 (j) "Plan" -- The International Employee Stock Purchase Plan of DSC Communications Corporation, as herein set forth, and as amended from time to time pursuant to Section 14.1. (k) "Shares" or "Stock" -- The Common Stock, $.01 par value, of the Corporation. (l) "Withdrawal Date" -- The date specified by the Committee in each Offering which shall be the last day on which a Participating Employee may elect to withdraw amounts paid by the Participating Employee with respect to an Offering and, if applicable at the discretion of the Committee, any credited interest and thereby cancel his Option and withdraw from participation in the Offering. Notwithstanding the foregoing, the Committee may specify more than one Withdrawal Date with respect to an Offering such that withdrawal by one Withdrawal Date shall have different consequences or be subject to different conditions than withdrawal by another Withdrawal Date. SECTION 2.2 The masculine gender shall include the feminine, and the singular shall include the plural where appropriate. ARTICLE III ADMINISTRATION OF THE PLAN SECTION 3.1 The Plan shall be administered by a Committee of at least three (3) persons appointed by the Board. The Committee shall be known as the Compensation Committee. Subject to the terms of the Plan, the Committee may adopt such rules and forms under the Plan as it considers appropriate. At least one member of the Committee shall be a member of the Board who may also be an Employee, including a Participating Employee. Other members of the Committee may or may not be members of the Board or Employees, including Participating Employees. The membership of the Committee may be reduced, changed or increased from time to time at the absolute discretion of the Board. Any member of the Committee may resign at any time on not less than ten days notice to the Chairman of the Board. SECTION 3.2 The Committee shall select a Chairman from their number and designate a Secretary, who need not be a member of the Committee and who may be an Employee, including a Participating Employee, under the Plan. The Secretary shall keep records of meetings of the Committee and of any actions taken by the Committee. The decision of a majority of the members of the Committee shall govern and control the exercise of the authority of the Committee. The Committee shall meet at such time and place as the Chairman or, in his absence, any member shall designate on at least three (3) days notice, or on waiver of notice by all members. The Committee may also act by consent of all of its members in writing without a meeting. The members of the Committee shall serve without compensation, except that a member who is not an Employee shall be entitled to such attendance fees and disbursements as are ordinarily allowed by the Corporation for attending a Committee meeting. SECTION 3.3 The Committee shall have full and exclusive power to construe and interpret the Plan (subject to advice of the Corporation's General Counsel with respect to any question of law), to determine and fix the terms of Offerings and Options, subject to the requirements and provisions of the Plan, and generally to determine any and all questions arising under the Plan. ARTICLE IV EMPLOYEES ELIGIBLE TO PURCHASE STOCK SECTION 4.1 Only those employees of the Corporation or an Affiliate that the Committee permit to participate in the Plan shall be eligible to purchase Stock under the Plan. Such Employees shall be deemed to have been granted an Option pursuant to the terms of such Offering. -2- 3 ARTICLE V STOCK SECTION 5.1 The stock subject to Offerings shall be authorized but unissued or reacquired Stock. ARTICLE VI OFFERINGS, GRANTING OF OPTIONS, AUTHORIZATION OF PAYROLL DEDUCTIONS BY PARTICIPATING EMPLOYEES SECTION 6.1 Offerings shall be made from time to time to all employees who meet all of the standards of eligibility set forth in Article IV. Offerings shall be prepared and authorized by the Committee. Every Employee on the effective date of any Offering shall be deemed to have been granted an Option pursuant to the terms of the Offering. SECTION 6.2 Each Employee shall be entitled to become a Participating Employee and to purchase Stock pursuant to the terms of an Offering by filing an election to purchase Stock pursuant to that Offering, together with a payroll deduction authorization with the personnel department of the Corporation or an Affiliate or other specified recipient, as designated by the Committee, on a form prescribed by the Committee within such time as may be specified in the Offering, or if not by payroll deduction authorization, in a manner as may be otherwise acceptable to the Committee. Payroll deductions shall commence at such time as may be specified in such Offering, and end with the last regular payroll period coinciding with or ending before the Expiration Date or upon the termination of the employment of a Participating Employee by the Corporation and Affiliates, whichever occurs first (or if not by payroll deductions, in a manner as may be otherwise specified by the Committee and shall commence and end as specified in such Offering). ARTICLE VII TERMS AND CONDITIONS OF OFFERINGS AND OPTIONS SECTION 7.1 Employees shall have such rights and privileges as are determined by the Committee, subject to the following: (a) Number of Shares. Each Offering shall specify the maximum number of Shares available under such Offering and the method of determining the maximum number of Shares which may be purchased by each Participating Employee. (b) Option Price. Each Offering shall state the price per share at which Stock may be purchased. In no event, however, shall the price per share at which Stock may be purchased pursuant to any Offering ever be less than the par value per share of Stock. (c) Method and Time of Payment. Payment for shares of Stock purchased by any Participating Employee pursuant to an Offering shall be effected in installments from funds accumulated through payroll deductions from the salary or wages paid to him by the Corporation or an Affiliate, or in any other manner determined by the Committee. All such payroll deductions shall require the prior authorization of the Participating Employee as provided in Section 6.2. - 3 - 4 (d) Term of Offering. The term, Expiration Date and Withdrawal Date of each Offering shall be specified in such Offering. (e) Nontransferability of Options. An Option shall not be transferable by the Employee to whom it has been granted otherwise than by will or the laws of descent and distribution and shall be exercisable, during his lifetime, only by him. However, in the discretion of the Committee, the terms of any Offering may prohibit transfer under any circumstances and provide for cancellation of the unexercised portion of any Option upon the death of an Employee. (f) Rights on Termination of Employment. Subject to any specific limitations and rules prescribed by the Committee in any Offering, in the event a Participating Employee ceases to be an Employee for any reason (including retirement, disability or death), his Plan participation shall cease, his Options shall be canceled and he shall receive any balance in his Plan account (i.e., his contributions with respect to the Offering period plus, if the Committee so determines, accrued interest) in cash. In any Offering, the Committee may further provide that in case of death of an Employee, all amounts in his Plan account (i.e., his contributions with respect to the Offering period plus, if the Committee so determines, accrued interest) shall be paid to the executor, administrator or other legal representative of the Employee's estate. (g) Requirements of Law and Other Provisions. The issuance of any Stock hereunder is further conditioned upon the registration of the Stock to be issued with the U.S. Securities and Exchange Commission. In no event shall any Stock be issued hereunder prior to the effective date of registration with the U.S. Securities and Exchange Commission. Each Offering shall contain such other provisions as the Committee shall deem advisable, provided that no such provision may in any way conflict, or be inconsistent, with the terms of the Plan as amended from time to time. Notwithstanding any provision of the Plan to the contrary, in order to foster and promote achievement of the purposes of the Plan or to comply with provisions of laws in countries in which the Corporation or its Affiliates operate or have employees, the Committee, in its sole discretion, shall have the power and authority to take whatever actions it deems appropriate including, but not limited to the following: (i) to propose and prepare Offerings applicable only to eligible employees in a jurisdiction or certain jurisdictions the terms and conditions of which do not comply with all of the provisions of the Plan normally applicable to Offerings made pursuant to the Plan or which are in addition to the terms and conditions required by the provisions of the Plan, (ii) modify the terms and conditions of any Options granted to Employees, and (iii) establish subplans, modified Option exercise procedures and other terms and procedures to the extent such actions may be necessary or advisable. (h) If at any purchase date the Shares available under the Plan are less than the number all Participating Employees would otherwise be entitled to purchase on such date, purchases shall be reduced proportionately to eliminate the deficit. Any funds that cannot be applied to the purchase of Shares due to such a reduction shall be refunded as soon as administratively feasible. ARTICLE VIII INTEREST, WITHDRAWAL OF FUNDS SECTION 8.1 The Corporation or an Affiliate, as determined by the Committee, shall maintain a bookkeeping account (i.e., Stock purchase account) for each Participating Employee. The Committee may, but shall not be required to, provide for the payment of interest by the Corporation or an Affiliate on amounts credited to the Stock purchase account of any Participating Employee and/or the crediting of such interest amounts to a Participating Employee's Stock purchase account. - 4 - 5 SECTION 8.2 A Participating Employee may at any time prior to the Withdrawal Date of the exercise of an Option thereunder, for any reason, elect to withdraw all amounts credited to his Stock purchase account (including, if applicable, interest credited thereon) and thereby cancel his Option and withdraw from participation in any such Offering. Partial withdrawals shall not be permitted. The Committee may require withdrawal requests to be on forms supplied and to be timely received by the personnel department of the Corporation or an Affiliate or any other specified recipient. ARTICLE IX RECAPITALIZATION OR REORGANIZATION AND STOCK DIVIDENDS SECTION 9.1 If the Corporation shall be the surviving corporation in any merger, consolidation, or reorganization, each outstanding Option shall pertain to and apply to the securities to which a holder of the number of Shares subject to the Option would have been entitled. In the event of a dissolution or liquidation of the Corporation, or any merger, consolidation or reorganization in which the Corporation is not the surviving corporation, the Committee, at its election, may cause each outstanding Option to terminate; provided, however, that each Optionee shall, in such event, subject to such rules and limitations as the Committee may prescribe, be entitled to the rights of terminating Employees provided in Section 7.1(f). SECTION 9.2 The aggregate number of Shares which may be purchased by the exercise of Options granted or which may be granted pursuant to the provisions of the Plan and the number of Shares and the Option price per Share covered by each outstanding Option shall be proportionately adjusted for any increase or decrease in such Shares effected without the receipt of consideration by the Corporation. SECTION 9.3 The adjustments provided for in this Article shall be made by the Committee, whose determination shall be final. SECTION 9.4 Except as provided in this Article, no Optionee shall have any rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of Stock of any class or by reason of any dissolution, liquidation, merger or reorganization. SECTION 9.5 The grant of an Option under the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge, or to consolidate, or to dissolve, liquidate or sell, or transfer all or any part of its business or assets. ARTICLE X RIGHTS AS A STOCKHOLDER SECTION 10.1 No Optionee nor the transferee of any Option shall have any right as a stockholder with respect to any Stock purchased pursuant to any Offering until the issuance of a stock certificate for such Shares. No adjustment shall be made for dividends (ordinary or extraordinary whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued. Stock certificates shall be issued promptly after exercise of any Option, subject to delays beyond the reasonable control of the Corporation such as, but not limited to, completion of registration of said Stock with the U.S. Securities and Exchange Commission or compliance with any applicable law, rule or regulation. - 5 - 6 ARTICLE XI TERM OF PLAN SECTION 11.1 Offerings may be made from time to time prior to December 31, 1999. ARTICLE XII NUMBER OF SHARES SECTION 12.1 The aggregate number of shares that may be sold pursuant to all Offerings shall not exceed 750,000 Shares, as adjusted pursuant to Article IX. ARTICLE XIII INDEMNIFICATION OF COMMITTEE SECTION 13.1 The members of the Committee shall be indemnified by the Corporation against the reasonable expenses incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal thereof, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Offering or Option, and against all amounts paid by them in settlement thereof (provided such settlement is approved by counsel selected by the Corporation) or paid by them in satisfaction of a judgment in any such action, suit or proceeding. A member of the Committee shall not be entitled to indemnification with respect to any matter or claim arising out of gross negligence or willful misconduct by such member in the performance of his duties. As a condition of any indemnification, a Committee member shall in writing offer the Corporation the opportunity, at its own expense, to handle and defend any suit or claim against him. The provisions of this Section 13.1 are subject to the provisions of any indemnification agreement between the Corporation and any director, officer or employee of the Corporation. ARTICLE XIV AMENDMENT OF THE PLAN SECTION 14.1 The Board may suspend or terminate the Plan, reconstitute the Plan in whole or in part, or amend or revise the Plan in any respect whatsoever and without any obligation to substitute an equivalent benefit except that, without the approval of an Optionee, no change shall be made in the terms of any outstanding Option adverse to the interest of the Optionee. ARTICLE XV APPLICATION OF FUNDS AND OBLIGATION TO EXERCISE OPTION SECTION 15.1 The funds deposited with the Corporation or any Affiliate pursuant to any Offering and any proceeds received by the Corporation from the sale of Stock thereunder shall be used for general corporate purposes. However, at the Committee's sole discretion, funds with respect to the Plan shall be handled by the Corporation or an Affiliate in a specified manner, including, but not limited to, maintenance of such funds in one or more bank accounts or pursuant to one or more trust arrangements. SECTION 15.2 The granting of an Option shall impose no obligation upon the Optionee to exercise such Option. - 6 - 7 ARTICLE XVI EFFECTIVE DATE SECTION 16.1 The Plan shall become effective on August 1, 1995. ARTICLE XVII APPLICABLE LAW SECTION 17.1 The Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of the State of Texas of the United States of America. ARTICLE XVIII MISCELLANEOUS SECTION 18.1 Neither the Plan nor any purchase agreement shall be construed to give any Employee the right to be retained in the employ of the Corporation or any Affiliate. The Corporation and each Affiliate retain the unqualified right to terminate the employment of any Employee at any time. SECTION 18.2 The grant of a right to purchase Stock in one period (e.g., year) or at one time does not in any way obligate the Corporation or an Affiliate to make another Offering. Any Offering pursuant to the Plan is wholly discretionary in nature and Offerings and any other benefits of Plan participation are not to be considered part of any Employee's severance, resignation, redundancy or similar pay or the Employee's normal or expected compensation used to determine the Employee's severance, resignation, redundancy or similar pay. - 7 - EX-5 3 OPINION OF BAKER & MCKENZIE 1 EXHIBIT 5 July 31, 1995 DSC Communications Corporation 1000 Coit Road Plano, Texas 75075 Gentlemen: DSC Communications Corporation, a Delaware corporation (the "Company"), intends to file a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"). The Registration Statement covers an aggregate of 750,000 shares of the Company's common stock, $.01 par value per share (the "Common Stock"), and such additional shares as may become issuable pursuant to the anti-dilution provisions of the International Employee Stock Purchase Plan of DSC Communications Corporation (the "Plan") adopted on July 24, 1995, by the Company's Board of Directors. In reaching the opinions set forth herein, this firm has reviewed the Plan, the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and, except as set forth below, certificates of public officials and officers of the Company, and matters of law that this firm deemed relevant. Based on and subject to the foregoing and subject further to the assumptions, exceptions, and qualifications hereinafter stated, this firm is of the opinion that each share of Common Stock registered pursuant to the Registration Statement, when and if issued in accordance with the terms of the Plan, will be legally issued, fully paid, and non- assessable. The opinion expressed above is subject to the following assumptions, exceptions, and qualifications: 1. This firm has assumed that (a) all information contained in all documents reviewed by this firm is true and correct, (b) all signatures on all documents reviewed by this firm are genuine, (c) all documents submitted to this firm as originals are true and complete, (d) all documents submitted as copies are true and complete copies of the originals thereof, (e) each natural person signing any document reviewed by this firm had the legal capacity to do so, (f) each person signing in a representative capacity any document reviewed by this firm had authority to sign in such capacity, and (g) the laws of any jurisdiction other than Delaware that govern any of the documents reviewed by this firm do not modify the terms that appear in any such document. 2. This firm also has assumed that the Company will receive the full amount and type of consideration (as specified in the Plan) for each of the shares of Common Stock registered pursuant the Registration Statement before the issuance of each of those shares of Common Stock. The opinion expressed above is limited to the laws of the State of Delaware and the federal laws of the United States of America. This opinion letter may be filed as an exhibit to the Registration Statement. In giving this consent, this firm does not thereby admit that it comes within the category of persons whose consent is required under section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, BAKER & McKENZIE EX-23.2 4 CONSENT OF ERNST & YOUNG, LLP 1 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 registration of shares for the International 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-----