-----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, AD7XhGyrb981ZTrVeLAiGALpK9BwbYBkA4I2ExDX4QPVhh18NWEVW7CEApNbIVcL iaZXGUkYjftK0lZ0kwjCQg== 0000950134-97-007936.txt : 19971105 0000950134-97-007936.hdr.sgml : 19971105 ACCESSION NUMBER: 0000950134-97-007936 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971104 EFFECTIVENESS DATE: 19971104 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: SEC FILE NUMBER: 333-39469 FILM NUMBER: 97707641 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 November 4, 1997 Registration No. 333- ================================================================================ 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 1997 NON-EMPLOYEE DIRECTORS STOCK OPTION AND RESTRICTED STOCK 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 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 400,000 per share Shares $ 24 3/8 $ 9,750,000 $ 2,955 - -------------------------------------------------------------------------------------------------------------------- Preferred Stock 400,000 Purchase Rights(3) 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 1997 Non-Employee Directors Stock Option and Restricted Stock 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 October 28, 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. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The documents listed in (a) through (f) 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment to the Registration Statement which indicates that all shares of 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, 1996; (b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997; (c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997; (d) The Company's Current Report on Form 8-K filed August 26, 1997; (e) The Company's Current Report on Form 8-K filed November 3, 1997; and (f) The description of the Company's Common Stock as contained in the Company's Registration Statement on Form 8-A dated October 27, 1981, including all amendments and reports filed for the purpose of updating such descriptions; and the description of the Company's Preferred Stock Purchase Rights as contained in the Company's Registration Statement on Form 8-A dated May 13, 1996, including all amendments and reports filed for the purpose of updating such descriptions. 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) -1- 3 and (iii) above shall be made only upon order by a court or a determination by (a) a majority of directors who are not parties to such action, (b) a majority vote of a committee consisting of such disinterested directors, (c) independent legal counsel in a written opinion if no such disinterested directors exist, or if such disinterested directors so direct, or (d) 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 certain of its directors and 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 (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 April 25, 1996 between the Company and Harris Trust and Savings Bank as rights agent (incorporated by reference to Exhibit No. 4 to the Company's Current Report on Form 8-K, Commission File No. 0-010018, dated May 9, 1996) 4.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit No. 3.4 to the Company's Annual Report on Form 10-K, Commission File No. 0-10018, dated March 31, 1997) 4.3 Indenture, dated August 12, 1997, between the Company and The Bank of New York, as Trustee (incorporated by reference to Exhibit No. 4.1 to the Company's Current Report on Form 8-K, Commission File No. 10018) 4.4 Registration Rights Agreement, dated as of August 12, 1997, among the Company, Goldman, Sachs & Co. and NationsBanc Capital Markets, Inc. (incorporated by reference to Exhibit No. 4.2 to the Company's Current Report on Form 8-K, Commission File No. 10018) 4.5 Form of Notes (included in Exhibit 4.3) 4.6 Company's 1997 Non-Employee Directors Stock Option and Restricted Stock Plan* 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 -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 with or furnished to the Commission 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 -3- 5 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. -4- 6 SIGNATURES Pursuant to the requirements of the Securities Act, 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 November 3, 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, November 3, 1997 - --------------------------------- Chief Executive Officer, and James L. Donald Director (Principal Executive Officer) /s/ Gerald F. Montry Senior Vice President, Chief November 3, 1997 - --------------------------------- Financial Officer and Director Gerald F. Montry (Principal Financial Officer) /s/ Kenneth R. Vines Vice President, Finance (Principal November 3, 1997 - --------------------------------- Accounting Officer) Kenneth R. Vines
-5- 7
Name Title Date - ---- ----- ---- /s/ Raymond J. Dempsey Director November 3, 1997 - --------------------------------- Raymond J. Dempsey /s/ Sir John Fairclough Director November 3, 1997 - --------------------------------- Sir John Fairclough /s/ James L. Fischer Director November 3, 1997 - --------------------------------- James L. Fischer /s/ Robert S. Folsom Director November 3, 1997 - --------------------------------- Robert S. Folsom /s/ William O. Hunt Director November 3, 1997 - --------------------------------- William O. Hunt /s/ Morton L. Topfer Director November 3, 1997 - --------------------------------- Morton L. Topfer
-6- 8 EXHIBIT INDEX
Exhibit No. Description Page ----------- ----------- ---- 4.1 Rights Agreement, dated April 25, 1996 between the Company and Harris Trust and Savings Bank as rights agent (incorporated by reference to Exhibit No. 4 to the Company's Current Report on Form 8-K, Commission File No. 0-010018, dated May 9, 1996) 4.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit No. 3.4 to the Company's Annual Report on Form 10-K, Commission File No. 0-10018, dated March 31, 1997) 4.3 Indenture, dated August 12, 1997, between the Company and The Bank of New York, as Trustee (incorporated by reference to Exhibit No. 4.1 to the Company's Current Report on Form 8-K, Commission File No. 10018) 4.4 Registration Rights Agreement, dated as of August 12, 1997, among the Company, Goldman, Sachs & Co. and NationsBanc Capital Markets, Inc. (incorporated by reference to Exhibit No. 4.2 to the Company's Current Report on Form 8-K, Commission File No. 10018) 4.5 Form of Notes (included in Exhibit 4.3) 4.6 Company's 1997 Non-Employee Directors Stock Option and Restricted Stock Plan* 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 EX-4.6 2 CO.'S 1997 NON-EMPLOYEE DIR.'S STOCK OPTION PLANS 1 EXHIBIT 4.6 DSC COMMUNICATIONS CORPORATION 1997 NON-EMPLOYEE DIRECTORS STOCK OPTION AND RESTRICTED STOCK PLAN On April 30, 1997 (the "Effective Date") the Board of Directors of DSC Communications Corporation (the "Company") adopted the following 1997 Non-Employee Directors Stock Option and Restricted Stock Plan: 1. PURPOSE. The purpose of the Plan is to provide Non-Employee Directors of the Company with a proprietary interest in the Company through the granting of options and restricted stock which will (a) increase the interest of the Non-Employee Directors in the Company's welfare; (b) furnish an incentive to the Non-Employee Directors to continue their services for the Company; and (c) provide a means through which the Company may attract able persons to serve on the Board. 2. ADMINISTRATION. The Plan will be administered by the Board. 3. PARTICIPANTS. All Non-Employee Directors of the Company are to be granted options and shares of restricted stock (collectively, "Plan Awards") under the Plan, and upon such grant will become participants in the Plan. 4. SHARES SUBJECT TO PLAN. Plan Awards may not be granted under the Plan for more than 400,000 shares of Common Stock of the Company, but this number shall be adjusted to reflect, if deemed appropriate by the Board, any stock dividend, stock split, share combination, recapitalization or the like, of or by the Company. Shares subject to the Plan may be made available from either authorized but unissued Common Stock or Common Stock held by the Company in its treasury. Shares that by reason of the expiration of a Plan Award or otherwise are no longer subject to a Plan Award granted under the Plan may be reoffered under the Plan. 5. ALLOTMENT OF SHARES. Grants of Plan Awards under the Plan shall be as described in this Section 5. (a) Each Non-Employee Director of the Company elected at, or continuing to serve following, each annual stockholders meeting, commencing with the 1997 annual meeting, shall be granted a Plan Award effective as of the Grant Date as follows: (i) an option to purchase 3,500 shares of Common Stock of the Company, and (ii) a restricted stock award of 1,000 shares of Common Stock. (b) Each Non-Employee Director of the Company appointed after the Effective Date to fill a vacancy in the Board who has not previously served as a director of the Company shall be granted a Plan Award effective as of the Grant Date as follows: (i) an option to purchase 3,500 shares of Common Stock of the Company, and (ii) a restricted stock award of 1,000 shares of Common Stock. 6. GRANT OF PLAN AWARDS. All Plan Awards under the Plan shall be automatically granted as provided in Section 5. The grant of Plan Awards shall be evidenced by stock option and restricted stock agreements containing such terms and provisions as are approved by the Board, but not inconsistent with the Plan. The Company shall execute stock option and restricted stock agreements upon instructions from the Board. 7. OPTION PRICE. The exercise price for each share of Common Stock covered by an option under the Plan shall be equal to the Fair Market Value of a share of Common Stock on the Grant Date. 2 8. VESTING AND EXERCISABILITY. (a) Each option under a Plan Award will become fully vested on the Grant Date and the Option Period shall begin on the date which is six (6) months after the Grant Date and will terminate at the first of the following: (i) 5 p.m. on the tenth anniversary of the Grant Date; (ii) 5 p.m. on the first anniversary following the date of the Non-Employee Director's death or disability; or (iii) 5 p.m. on the second anniversary following the date the Non-Employee Director ceases to be a director of the Company for any reason other than death or disability, unless such date is extended by the Board. (b) The restricted stock under a Plan Award may not be sold, assigned, transferred, redeemed, pledged or otherwise encumbered during a period determined hereunder (the "Restriction Period"). The Restriction Period for each Plan Award shall lapse with respect to one half ( 1/2) of the restricted stock under a Plan Award on the first anniversary of the Grant Date and the one half ( 1/2) of the remaining restricted stock under a Plan Award on the second anniversary of the Grant Date; provided, the Restriction Period shall lapse on the day immediately preceding the date of a Change in Control (as defined below). On the date the Restriction Period terminates, the restricted stock in respect of which restrictions have terminated shall vest in the Non-Employee Director (the "Vest Date") and all restrictions on transfer or assignability of the restricted stock shall lapse, who may then require the Company to issue certificates evidencing the restricted stock. If a Non-Employee Director ceases to be a director of the Company for any reason whatsoever before a Vest Date, the restricted stock for which a Vest Date has not occurred shall not vest and such shares of Common Stock shall therefore become available for other Plan Awards under the Plan. A "Change in control" of the Company shall mean a change in control of a nature that would be required to be reported (assuming each such event has not been "previously reported") in response to Item 1(a) of the current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), provided that, without limitation, such a change in control shall be deemed to have occurred at such time as (A) any "person", as such term is used in Section 14(d) of the Exchange Act, other than the Company, a wholly-owned subsidiary of the Company or any employee benefit plan of the Company, or its subsidiaries, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 30% or more of the combined voting power of the Company's Common Stock; or (B) individuals who constitute the Board of Directors of the Company on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election or nomination for election by the Company's stockholders was approved by a vote of at least three quarters of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director without objection to such nomination) shall be, for purposes of this clause (i), considered as though such person were a member of the Incumbent Board. 9. RIGHTS IN EVENT OF DEATH OR DISABILITY. If a participant dies or becomes disabled prior to termination of his/her right to exercise an option in accordance with the provisions of his/her stock option agreement without having totally exercised the option, the option may be exercised to the extent the participant could have exercised the option on the date of his/her death or disability at any time prior to the earlier of the dates specified in Section 8(a) (i) or (ii) hereof by (i) the participant's estate or by the person who acquired the right to exercise the option by bequest or inheritance or by reason of the death of the participant in the event of the participant's death, or (ii) the participant or his/her personal representative in the event of the participant's disability, subject to the other terms of the Plan and applicable laws, rules and regulations. For purposes of the Plan, the Board shall determine the date of disability of a participant. 10. PAYMENT. Full payment for shares purchased upon exercising an option shall be made in cash or by check or by tendering shares of Common Stock at the Fair Market Value per share at the time of exercise, or on such other terms as are set forth in the applicable option agreement. No shares may be issued until full payment of the purchase price therefor has been made, and a participant will have none of the rights of a stockholder until shares are -2- 3 issued to him/her. In addition, the participant shall tender payment of the amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state or local income or other taxes incurred by reason of the exercise of an option. 11. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The number of shares of Common Stock covered by each outstanding Plan Award granted under the Plan and the option price for an option granted hereunder, shall be adjusted to reflect, as deemed appropriate by the Board, any stock dividend, stock split, share combination, exchange of shares, recapitalization, merger, consolidation, separation, reorganization, liquidation or the like, of or by the Company. If (a) the Company shall be party to a merger or consolidation in which (i) the Company is not the surviving entity, or (ii) the Company survives only as a subsidiary of an entity other than a previously owned subsidiary of the Company, or (iii) the Company survives but the Common Stock is exchanged or converted into any securities or property, (b) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any person or entity (other than a wholly-owned subsidiary of the Company) or (c) the Company is to be dissolved and liquidated (each such event is referred to herein as a "Corporate Change"), then effective as of the earlier of (A) the date of approval by the stockholders of the Company of such Corporate Change or (B) the date of such Corporate Change, (1) in the event of any such merger or consolidation and upon any exercise of any outstanding stock option or upon receipt of restricted stock on the Vest Date under a Plan Award, the participant shall be entitled, in respect of a stock option, to purchase, in lieu of the number of shares of Common Stock as to which such option shall then be exercisable, and in respect of restricted stock, to receive, in lieu of the number of shares of Common Stock as to which such restricted stock shall then be vested, the number and class of shares of stock or other securities or property to which the participant would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation the participant had been the holder of record of the number of shares of Common Stock as to which such Plan Award is then exercisable or vested, and (2) in the event of any such sale, lease or exchange of assets or dissolution, each participant shall surrender his/her options and restricted stock to the Company and the Company shall cancel such options and restricted stock and pay to each participant an amount of cash per share equal to the excess of the per share price offered to stockholders of the Company in any such sale, lease or exchange of assets or dissolution transaction for the shares subject to such Plan Awards, less the exercise price(s) under any options. 12. NON-ASSIGNABILITY. Plan Awards may not be transferred other than by will or by the laws of descent and distribution. 13. INTERPRETATION. The Board shall interpret the Plan and shall prescribe such rules and regulations in connection with the operation of the Plan as it determines to be advisable for the administration of the Plan. The Board may rescind and amend its rules and regulations. 14. AMENDMENT OR DISCONTINUANCE. The Plan may be amended or discontinued by the Board without the approval of the stockholders of the Company. 15. TERM. Unless sooner terminated by action of the Board, the Plan will terminate on April 30, 2007. No Plan Awards may be granted under the Plan after April 30, 2007, but Plan Awards granted before that date will continue to be effective in accordance with their terms. 16. DEFINITIONS. For the purposes of the Plan, unless the context requires otherwise, the following terms shall have the meanings indicated: (a) "Board" means the board of directors of the Company or any committee of the Board appointed by the Board to administer the Plan or any portion of the Plan. (b) "Common Stock" means the Common Stock which the Company is currently authorized to issue or may in the future be authorized to issue (as long as the common stock varies from that currently authorized, if at all, only in amount of par value). -3- 4 (c) "Fair Market Value " means, as of any specified date, the closing price of the Common Stock on the NASDAQ National Market System (or, if the Common Stock is not then listed on such exchange, such other national stock exchange on which the Common Stock is then listed) on that date. If the Common Stock is not then listed on any national securities exchange but is traded over the counter at the time a determination of its Fair Market Value is required to be made hereunder, its Fair Market Value shall be deemed to be equal to the average between the reported high and low sales prices of Common Stock on the specified date. If the Common Stock is not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its Fair Market Value shall be made by the Board in such manner as it deems appropriate. (d) "Grant Date" means, with respect to a Plan Award, the date of the annual stockholders meeting at which the Non-Employee Director is elected, or continuing to serve following, or the date of the Board meeting at which the Non-Employee Director is appointed to fill a vacancy in the Board, whichever is applicable, and, as a consequence thereof, is granted that Plan Award. (e) "Non-Employee Director" means a director of the Company who is not an employee of the Company or any of its subsidiaries. (f) "Option Period" means the period during which an option may be exercised. (g) "Plan" means this Non-Employee Directors Stock Option and Restricted Stock Plan, as amended from time to time. -4- EX-5 3 OPINION OF BAKER & MCKENZIE 1 EXHIBIT 5 November 4, 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) 400,000 shares of common stock, $.01 par value per share and the associated preferred stock purchase rights that trade simultaneously therewith ("Common Stock"), of the Company, which shall be issued pursuant to the Company's 1997 Non-Employee Directors Stock Option and Restricted Stock 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 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 pertaining to the DSC Communications Corporation 1997 Non-Employee Directors Stock Option and Restricted Stock 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, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Dallas, Texas, November 3, 1997 -----END PRIVACY-ENHANCED MESSAGE-----