-----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, Ru7/uK66S3rM6jJUAGgoLYky7ndf6Y1wdPrJamuApxEjxhNzC6G1wh1pkc4Cnwpt vAU5OLX0p/iY+EyKM3IGpg== 0000950115-95-000240.txt : 199507140000950115-95-000240.hdr.sgml : 19950714 ACCESSION NUMBER: 0000950115-95-000240 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950713 EFFECTIVENESS DATE: 19950801 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERDIGITAL COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000354913 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 231882087 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61021 FILM NUMBER: 95553805 BUSINESS ADDRESS: STREET 1: 2200 RENAISSANCE BLVD STE 105 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6102787800 MAIL ADDRESS: STREET 2: 2200 RENAISANCE BLVD STE 105 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL MOBILE MACHINES CORP DATE OF NAME CHANGE: 19920703 S-8 1 REGISTRATION STATEMENT ON FORM S-8 As filed with the Securities and Exchange Commission on July 13, 1995 Registration No. 33- ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------------- INTERDIGITAL COMMUNICATIONS CORPORATION (Exact Name of Registrant as Specified in Charter) PENNSYLVANIA 23-1882087 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Identification Organization) Number) Suite 105 2200 Renaissance Boulevard King of Prussia, Pennsylvania 19406-2755 (610) 278-7800 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) 1995 STOCK OPTION PLAN FOR EMPLOYEES AND OUTSIDE DIRECTORS (Full title of the plan) Howard E. Goldberg, Executive Vice President, Secretary and General Counsel InterDigital Communications Corporation Suite 105, 2200 Renaissance Boulevard King of Prussia, Pennsylvania 19406-2755 (Name and address of agent for service) (610) 278-7800 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------- Proposed Proposed maximum maximum Title of shares to be Amount to be offering price per aggregate offering Amount of registered registered share (1) price (1) registration fee - ----------------------------------------------------------------------------------------------------------------------------- Common Stock ($.01 par value) 4,000,000 $6.75 $27,000,000 $9,310.34 - -----------------------------------------------------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the registration fee. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents which have been filed by InterDigital Communications Corporation ("registrant" or the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated by reference into this Registration Statement: (a) the Company's Annual Report on Form 10-K for the year ended December 31, 1994; (b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995, as amended by Form 10-Q/A on June 21, 1995; (c) the Company's Current Reports on Form 8-K dated March 29, 1995 and June 22, 1995; and (d) the description of the Common Stock, par value $.01 per share (the "Common Stock"), of the Company contained in the Company's Registration Statement on Form 8-A dated April 28, 1987, including any amendments or reports filed for the purpose of updating such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered pursuant to this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. The Common Stock, which is the class of securities offered pursuant to this Registration Statement, is registered under the Exchange Act. Item 5. Interests of Named Experts and Counsel. The validity of the Common Stock registered hereunder has been passed upon for the Company by Howard E. Goldberg, Esq., Suite 105, 2200 Renaissance Boulevard, King of Prussia, Pennsylvania 19406-2755. Mr. Goldberg is Executive Vice President, General Counsel and Secretary of the Company, and Mr. Goldberg beneficially owns 2,255 shares of Common Stock and options to purchase 115,000 shares of Common Stock. 2 Item 6. Indemnification of Directors and Officers. Sections 1741-1750 of the Pennsylvania Business Corporation Law of 1988 (the "BCL") and the Company's By-Laws provide for indemnification of the Company's directors and officers and certain other persons. Under Sections 1741-1750 of the BCL, directors and officers of the Company may be indemnified by the Company against all expenses incurred in connection with actions (including, under certain circumstances, derivative actions) brought against such director or officer by reason of his or her status as a representative of the Company, or by reason of the fact that such director or officer serves or served as a representative of another entity at the Company's request, so long as the director or officer acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company. As permitted under the BCL, the Company's By-Laws provide that the Company shall indemnify directors and officers against all expenses incurred in connection with actions (including derivative actions) brought against such director or officer by reason of the fact that he or she is or was a director or officer of the Company, or by reason of the fact that such director or officer serves or served as an employee or agent of any entity at the Company's request, unless the act or failure to act on the part of the director or officer giving rise to the claim for indemnification is determined by a court in a final, binding adjudication to have constituted willful misconduct or recklessness. Item 7. Exemption from Registration Claimed. No restricted securities are being reoffered or resold pursuant to this Registration Statement. Item 8. Exhibits. Exhibit No. Description - ----------- ----------- 5 Opinion of Howard E. Goldberg, Esquire 23.1 Consent of Independent Accountants (See "Consent of Independent Public Accountants" at page 5) 23.2 Consent of Howard E. Goldberg, Esquire (Included in Exhibit 5) 24 Power of Attorney (See Signature Page at page 6) Item 9. Undertakings The undersigned registrant hereby undertakes as follows: (1) To file, during any period in which offers or sales are being made pursuant to this Registration Statement, a post-effective amendment to this registration statement: 3 (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in aggregate, represent a fundamental change in the information set forth in this registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. 4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 Registration Statement of our report dated March 22, 1995, included in InterDigital Communication Corporation's Form 10-K for the year ended December 31, 1994 and to all references to our firm included in this Form S-8 Registration Statement. ARTHUR ANDERSEN LLP Philadelphia, PA July 13, 1995 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 King of Prussia, Pennsylvania, on July 13, 1995. INTERDIGITAL COMMUNICATIONS CORPORATION By: /s/ William J. Burns ---------------------------------- William J. Burns, Chief Executive Officer, the principal executive officer By: /s/ James W. Garrison ---------------------------------- James W. Garrison, Vice President and Chief Financial Officer, the principal financial officer and principal accounting officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints William J. Burns, James W. Garrison, and Howard E. Goldberg and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. 6 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Date: July 13, 1995 By: /s/ William J. Burns ---------------------------------- William J. Burns, Chairman of the Board and Director Date: July 13, 1995 By: /s/ D. Ridgley Bolgiano ---------------------------------- D. Ridgley Bolgiano, Director Date: July 13, 1995 By: /s/ Harry G. Campagna ---------------------------------- Harry G. Campagna, Director Date: July 13, 1995 By: /s/ Barney J. Cacioppo ---------------------------------- Barney J. Cacioppo, Director Date: July 13, 1995 By: /s/ Harley L. Sims ---------------------------------- Harley L. Sims, Director 7 EXHIBIT INDEX Exhibit Page Number Description Number - ------- ----------- ------ 5 Opinion of Howard E. Goldberg, Esq. EX-5 2 OPINION RE LEGALITY EXHIBIT 5 July 13, 1995 Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, DC 20549 RE: Registration Statement on Form S-8 Dear Sir/Madam: Reference is made to a Registration Statement on Form S-8 of InterDigital Communications Corporation (the "Company") which is being filed with the Securities and Exchange Commission on the date hereof (the "Registration Statement"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Registration Statement. The Registration Statement covers 4,000,000 shares of Common Stock, $.01 par value per share, of the Company (the "Shares"), which may be issued by the Company upon exercise of options granted or available for grant under the Company's 1995 Stock Option Plan for Employees and Outside Directors (the "Plan"). I have examined the Registration Statement, including the exhibits thereto, the Company's Articles of Incorporation, as amended, the Company's By-Laws, as amended and restated, the Plan and such other documents as I have deemed appropriate. In the foregoing examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the authenticity of all documents submitted to me as copies of originals. Based upon the foregoing, I am of the opinion that the Shares, when issued and paid for in accordance with the terms of, and upon exercise of the options granted under, the Plan, will be validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Sincerely, /s/ Howard E. Goldberg Howard E. Goldberg -----END PRIVACY-ENHANCED MESSAGE-----