-----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, TSaXu4c4laQAOjb+3T17CkdicQ800iaxlycbKCsqQreaBtycXbHDmxU9hfYdHtqo Z5ylfiETYI/XzTpxqX/HGg== 0000898430-96-003530.txt : 19960809 0000898430-96-003530.hdr.sgml : 19960809 ACCESSION NUMBER: 0000898430-96-003530 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960808 EFFECTIVENESS DATE: 19960827 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL SOUND CORP CENTRAL INDEX KEY: 0000718576 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 953222624 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-09755 FILM NUMBER: 96605773 BUSINESS ADDRESS: STREET 1: 6307 CARPINTERIA AVE CITY: CARPINTERIA STATE: CA ZIP: 93013 BUSINESS PHONE: 8055662000 MAIL ADDRESS: STREET 1: 6307 CARPINTERIA AVE CITY: CARPINTERIA STATE: CA ZIP: 93013 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1996 Registration No. 33-____ ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ----------------- DIGITAL SOUND CORPORATION (Exact name of registrant as specified in its charter) CALIFORNIA 95-3222624 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 6307 CARPINTERIA AVENUE 93013 CARPINTERIA, CALIFORNIA (Zip Code) (Address of principal executive offices) ----------------- THE DIGITAL SOUND CORPORATION 1983 STOCK OPTION PLAN AND THE AMENDED AND RESTATED STOCK OPTION PLAN FOR INDEPENDENT DIRECTORS OF DIGITAL SOUND CORPORATION ----------------- JO E. LAMOREAUX Copy to: PRINCIPAL ACCOUNTING OFFICER DIGITAL SOUND CORPORATION BRIAN G. CARTWRIGHT, ESQ. 6307 CARPINTERIA AVENUE LATHAM & WATKINS CARPINTERIA, CALIFORNIA 93013 633 WEST FIFTH STREET (805) 566-2000 SUITE 400 (Name, address, including zip code and LOS ANGELES, CALIFORNIA 90071 telephone number, including area code, (213) 485-1234 of agent for service)
Calculation of Registration Fee - ----------------------------------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Title of Each Class of Amount of Shares to be Offering Price per Aggregate Offering Amount of Registration Securities to be Registered Registered Share (2) Price Fee - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock without par value 400,000 (1) $1.72 $688,000 $237.24
(Cover continued on next page) (1) Includes 200,000 additional shares available for issuance under the Digital Sound Corporation 1983 Stock Option Plan (the "1983 Plan"), and 200,000 additional shares available for grant under The Amended And Restated Stock Option Plan for Independent Directors of Digital Sound Corporation, (the "Directors Plan"). The 1983 Plan authorizes the issuance of a maximum of 5,700,000 shares. However, 5,500,000 of the shares, which have been or may be issued upon exercise of options under the 1983 Plan, have already been issued pursuant to Form S-8 Registration Statements Nos. 33-35019, 33- 42184, 33-50376 and 33-67000. The Directors Plan authorizes the issuance of a maximum of 500,000 shares. However, 300,000 of the shares, which have been or may be issued upon exercise of options under the Directors Plan, have already been registered pursuant to Form S-8 Registration Statement Nos. 33-35019, 33-42184 and 33-67000. (2) For purposes of computing the registration fee only. Pursuant to Rule 457(c), the Proposed Maximum Offering Price per Share and the Amount of Registration Fee are based upon the average of the high and low prices for the CompanyOs Common Stock in the over-the-counter market, as reported on the NASDAQ National market system on August 5, 1996. -2- PART I This Registration Statement covers additional securities registered for issuance under the Digital Sound Corporation 1983 Stock Option Plan and the Amended and Restated Stock Option Plan for Independent Directors of Digital Sound Corporation. The contents of the prior Form S-8 Registration Statements of Digital Sound Corporation relating to said plans, Nos. 33-35019, 33-42184, 33- 50376 and 33-67000, are incorporated herein by reference. PART II Item 3. Incorporation of Documents by Reference. The following documents filed with the Commission by Digital Sound Corporation, a California corporation (the "Company")are incorporated as of their respective dates in this Registration Statement by reference: A. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; B. All other reports filed by the Company pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 since April 28, 1996; and C. Description of the Company's Common Stock contained in the Company's Registration Statement on Form S-1 filed with the Commission on January 19, 1990 (No. 33-33066). All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 8. Exhibits 5.1 Opinion of Latham & Watkins 23.1 Consent of Ernst & Young 23.2 Consent of Latham & Watkins (included in Exhibit 5.1) 24 Power of Attorney (included on signature page to this Registration Statement) -3- SIGNATURES Pursuant to 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 Carpinteria, California, on this 28th day of June, 1996. DIGITAL SOUND CORPORATION By: /s/ Jo E. Lamoreaux ---------------------- Jo E. Lamoreaux Controller and Principal Accounting Officer 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. Each person whose signature appears below hereby authorizes Mark C. Ozur and B. Robert Suh, or either of them, as attorney-in-fact, with full power of substitution, to sign on his behalf, individually and in such capacity as stated below, and to file any amendments, including post-effective amendments or supplements, to this Registration Statement.
Name Title Date ---- ----- ---- Chief Executive Officer: President, Chief Executive Officer, s/ Mark C. Ozur and Director August 2, 1996 - -------------------------- Mark C. Ozur Chief Financial Officer: Vice President, Finance /s/ B. Robert Suh Chief Financial Officer August 2, 1996 - -------------------------- B. Robert Suh Controller and Principal Accounting Officer: Controller and Principal /s/ Jo E. Lamoreaux Accounting Officer August 2, 1996 - -------------------------- Jo E. Lamoreaux Directors: /s/ John D. Beletic Director August 2, 1996 - -------------------------- John D. Beletic /s/ Bandel L. Carano Director August 2, 1996 - -------------------------- Bandel L. Carano /s/ J. David Hann Director August 2, 1996 - -------------------------- J. David Hann /s/ Frederick J. Warren Director August 2, 1996 - -------------------------- Frederick J. Warren
-4- EX-5.1 2 CONSENT OF LATHAM AND WATKINS EXHIBIT 5.1 [LATHAM & WATKINS LETTERHEAD] Digital Sound Corporation 6307 Carpinteria Avenue Carpinteria, California 93013 Re: Digital Sound Corporation Common Stock Without Par Value ----------------- Gentlemen and Ladies: We understand that you intend to file a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of (i) an additional 200,000 shares of Common Stock, without par value (the "Common Stock"), to be offered and sold by Digital Sound Corporation (the "Company") under The Amended and Restated Stock Option Plan for Independent Directors of Digital Sound Corporation (the "Directors Plan") and (ii) an additional 200,000 shares of Common Stock to be offered and sold by the Company under the Digital Sound Corporation 1983 Employee Stock Option Plan (the "1983 Plan"; such 400,000 shares of Common Stock to be offered and sold pursuant to the Directors Plan and the 1983 Plan being hereinafter referred to as the "Shares"). In our capacity as special counsel for the purpose of rendering this opinion, we are familiar with the proceedings undertaken in connection with the authorization, issuance and sale of the Shares. Additionally, we have examined such questions of law and fact as we have considered necessary or appropriate for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. We are opining herein as the effect on the subject transactions only of the law of the State of California, and we express no opinion as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or any matters of municipal law or the laws of any local agencies within such State. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized, and upon the due issuance of the Shares under the terms of the Directors Plan and the 1983 Plan, as applicable, and delivery and payment therefor of legal consideration, the Shares will be validly issued, fully paid and nonassessable. We consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ LATHAM & WATKINS EX-23.1 3 CONSENT OF ERNST AND YOUNG Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to The Amended And Restated Stock Option Plan for Independent Directors of Digital Sound Corporation and The Digital Sound Corporation 1983 Stock Option Plan of our report dated January 25, 2996, with respect to the financial statements of Digital Sound Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31,1995 and the related financial statement schedules included therein, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Woodland Hills, California August 6, 1996 -----END PRIVACY-ENHANCED MESSAGE-----