-----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, I/IkUp2SqBUISoPd9lkNaF0PlLUejl2HYjvos3/CzASDUhRn/3Bjlp+bUI9JT+BT rTewSfsakLAD8hHEqtt7QA== 0000725182-96-000005.txt : 19960131 0000725182-96-000005.hdr.sgml : 19960131 ACCESSION NUMBER: 0000725182-96-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960129 EFFECTIVENESS DATE: 19960217 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AST RESEARCH INC /DE/ CENTRAL INDEX KEY: 0000725182 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 953525565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00485 FILM NUMBER: 96507831 BUSINESS ADDRESS: STREET 1: 16215 ALTON PKWY CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7147274141 S-8 1 As Filed With the Securities and Exchange Commission on January 26, 1996 Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON. D.C. 20549 _________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________ AST RESEARCH, INC. (Exact name of registrant as specified in its charter) DELAWARE 95-3525565 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 16215 ALTON PARKWAY, IRVINE, CALIFORNIA 92718 (Address of Principal Executive Offices) (Zip Code) ________________________ 1989 LONG-TERM INCENTIVE PROGRAM, AS AMENDED (Full title of the plan) ________________________ Ian W. Diery, President and Chief Executive Officer AST Research, Inc. 16215 Alton Parkway Irvine, California 92718 (Name and address of agent for service) (714) 727-4141 (Telephone number, including area code, of agent for service) Copy to: Nick E. Yocca, Esq. Stradling, Yocca, Carlson & Rauth, a Professional Corporation 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660 CALCULATION OF REGISTRATION FEE
=================================================================================================== Proposed Maximum Proposed Maximum Title of Securities Amount To Be Offering Aggregate Offering Amount of To Be Registered Registered (1) Price Per Share Price Registration Fee =================================================================================================== Common Stock, 3,600,000 $8.8125 $31,725,000.00 $10,940.00 $0.01 par value shares (2) (2) ===================================================================================================
(1) Includes such additional shares of Common Stock that may become issuable pursuant to the anti-dilution adjustment provisions of the 1989 Long-Term Incentive Program, as amended (the "Plan"); estimated pursuant to an "evergreen" amendment of the Plan as a result of which the number of shares of Common Stock available for grant or award under the Plan increase at the end of each fiscal year in an amount equal to 2% of the Registrant's Common Stock then outstanding; an aggregate of 6,480,000 shares issuable under the Plan were previously registered on Forms S-8 (Registration Nos. 33-29345 and 33-57234). (2) Estimated solely for purposes of calculating the registration fee, in accordance with Rule 457(h), on the basis of the price of securities of the same class, as determined in accordance with Rule 457(c), using the average of the high and low price reported by the Nasdaq National Market for the Common Stock on January 23, 1996, which was $8.8125 per share. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This registration statement relates to the AST Research, Inc. 1989 Long-Term Incentive Program, as amended (the "Plan"). The Plan was amended by the Registrant's Board of Directors on August 25, 1992, subject to stockholder approval, which was obtained at the Registrant's October 29, 1992 Annual Meeting of Stockholders. As so amended, the Plan has an "evergreen" provision pursuant to which the number of shares of Common Stock available for grant or award under the Plan increases at the end of each fiscal year in an amount equal to 2% of the Registrant's Common Stock then outstanding. Initially, an aggregate of 4,000,000 shares (as adjusted to reflect the two-for-one stock split effective as of January 31, 1991) of Common Stock were available for grant or award under the Plan, and such 4,000,000 shares were registered on this form on June 20, 1989 (Registration No. 33-29345). An additional 2,480,000 shares were registered on this form on January 21, 1993 (Registration No. 33-57234) to cover then estimated additional shares issuable under the Plan, and this registration statement covers estimated additional shares of Common Stock issuable under the Plan. Item 3. Incorporation of Documents by Reference. - ------------------------------------------------- The following documents are incorporated herein by reference: (a) The contents of the Registrant's Registration Statements on Form S-8 (Registration No. 33-29345 and Registration No. 33-57234). Item 8. Exhibits. - ------------------ The following exhibits are filed as part of this Registration Statement:
Number Description ------ ----------- 5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Counsel to the Registrant. 23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional Corporation (included in the Opinion filed as Exhibit 5.1). 23.2 Consent of Ernst & Young LLP, independent auditors. 24.1 Power of Attorney (included on signature page to the Registration Statement at page S-1).
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 Irvine, State of California, on the 26th day of January, 1996. AST RESEARCH, INC. By: Ian Diery President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of AST Research, Inc., do hereby constitute and appoint Ian W. Diery and Dennis R. Leibel, or either of them, our true and lawful attorneys-in-fact and agents, each 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 to this Registration Statement, and to file the same, with 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 or 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 each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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. Signature Title Date - --------- ----- ---- Ian W. Diery President, Chief Executive January 26, 1996 Officer and Director (Principal Executive Officer and Acting Principal Financial Officer) Mark P. de Raad Vice President, Controller and January 26, 1996 Principal Accounting Officer (Principal Accounting Officer) Safi U. Qureshey Chairman of the Board and Director January 26, 1996 Hoon Choo Director January 26, 1996 Richard J. Goeglein Director January 26, 1996 Kwang-Ho Kim Director January 26, 1996 Young Soo Kim Director January 26, 1996 Jack W. Petalson Director January 26, 1996 Carmelo J. Santoro Director January 26, 1996 Won Suk Yang Director January 26, 1996 Hee Dong Yoo Director January 26, 1996 EX-5.1 2 January 25, 1996 AST Research, Inc. 16215 Alton Parkway Irvine, California 92718 RE: Registration Statement on Form S-8 - 1989 Long-Term Incentive Program, as amended Gentlemen: At your request, we have examined the form of Registration Statement on Form S-8 (the "Registration Statement") being filed by AST Research, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 3,600,000 shares of the Company's Common Stock, $.01 par value ("Common Stock"), issuable under the Company's 1989 Long-Term Incentive Program, as amended (the "Plan"). We have examined the proceedings heretofore taken and are familiar with the additional proceedings proposed to be taken by the Company in connection with the authorization, issuance and sale of the securities referred to above. Based on the foregoing, it is our opinion that: 1. Stock options, stock appreciation rights and restricted stock, when issued in accordance with the Plan, will be legally issued and binding obligations of the Company; and 2. The 3,600,000 shares of Common Stock, when issued under the Plan and against full payment in accordance with the terms and conditions of the Plan, will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, STRADLING, YOCCA, CARLSON & RAUTH A Professional Corporation EX-23.2 3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1989 Long-Term Incentive Program, as amended, of AST Research, Inc. of our report dated July 26, 1995, except for Notes 5, 6, 8, 11 and 14, as to which the date is August 31, 1995, with respect to the consolidated financial statements and schedules of AST Research, Inc. included in its Annual Report (Form 10-K) for the year ended July 1, 1995, filed with the Securities and Exchange Commission. Ernst & Young LLP Orange County, California January 23, 1996 -----END PRIVACY-ENHANCED MESSAGE-----