-----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, PLbGKJObGUCaBlSy7pVc6Wq6/eirRARydUQl1W7ryuhQhxRoJpdth+KtDJD+eo2k jYFAfqytC3bvJ3cwLDKx4Q== 0000950134-97-005296.txt : 19970715 0000950134-97-005296.hdr.sgml : 19970715 ACCESSION NUMBER: 0000950134-97-005296 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970714 EFFECTIVENESS DATE: 19970714 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: 333-31215 FILM NUMBER: 97639980 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 14, 1997 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 incorporation or organization) Identification No.) 1000 COIT ROAD 75075 PLANO, TEXAS (Zip Code) (Address of principal executive offices) DSC COMMUNICATIONS CORPORATION 1993 EMPLOYEE STOCK OPTION AND SECURITIES AWARD PLAN (Full title of the plan) GEORGE B. BRUNT DSC COMMUNICATIONS CORPORATION 1000 COIT ROAD PLANO, TEXAS 75075 (972) 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 BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTERED (1) REGISTERED SHARE(2) PRICE (2) REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------- Common Stock, 11,750,000 $22.0625 $259,234,375 $78,556 $.01 par value Shares - ----------------------------------------------------------------------------------------------------------------------- Preferred Stock 11,750,000 N/A N/A N/A Purchase Rights(3) Rights =======================================================================================================================
(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 1993 Employee Stock Option and Securities Award 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 8, 1997, 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 11,750,000 SHARES OF COMMON STOCK BEING REGISTERED HEREBY SHALL BE ISSUED UNDER THE PLAN, WHICH WAS AMENDED AS OF APRIL 25, 1996 AND APRIL 30, 1997, 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 JUNE 29, 1993, REGISTRATION NO. 33-65214 IS 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 11, 1997. 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 11, 1997 - --------------------------------------- Chief Executive Officer, and James L. Donald Director (Principal Executive Officer) /s/ GERALD F. MONTRY Senior Vice President, Chief July 11, 1997 - --------------------------------------- Financial Officer and Director Gerald F. Montry (Principal Financial Officer) /s/ KENNETH R. VINES Vice President, Finance (Principal July 11, 1997 - -------------------------------------- Accounting Officer) Kenneth R. Vines /s/ RAYMOND J. DEMPSEY Director July 11, 1997 - -------------------------------------- Raymond J. Dempsey /s/ SIR JOHN FAIRCLOUGH Director July 11, 1997 - -------------------------------------- Sir John Fairclough /s/ JAMES L. FISCHER Director July 11, 1997 - -------------------------------------- James L. Fischer /s/ ROBERT S. FOLSOM Director July 11, 1997 - -------------------------------------- Robert S. Folsom Director July 11, 1997 - -------------------------------------- William O. Hunt /s/ MORTON L. TOPFER Director July 11, 1997 - -------------------------------------- Morton L. Topfer
-1- 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 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-5 2 OPINION OF BAKER & MCKENZIE 1 EXHIBIT 5 July 10, 1997 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 (i) 11,750,000 shares of common stock, $.01 par value per share ("Common Stock"), of the Company, which shall be issued pursuant to the Company's 1993 Employee Stock Option and Securities Award Plan (the "Plan"), and (ii) 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"). 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 /s/ DANIEL W. RABUN --------------------------------------- Daniel W. Rabun, Partner EX-23.2 3 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 pertaining to the DSC Communications Corporation 1993 Employee Stock Option and Securities Award Plan of our report dated January 23,1997, with respect to the consolidated financial statements of DSC Communications Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1996 and the related financial statement schedule included therein, filed with the Serurities and Exchange Commission. ERNST & YOUNG LLP Dallas, Texas July 10, 1997 -----END PRIVACY-ENHANCED MESSAGE-----