-----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, J65s+T7Wkd6G2bxF/Kfb0qBMCSBY5YMR2UDszuh1qYVSLiVNH4AFIEYPQ0wqRkZb rvVsVPWzBru7Q+yUATQErQ== 0000899078-97-000186.txt : 19970616 0000899078-97-000186.hdr.sgml : 19970616 ACCESSION NUMBER: 0000899078-97-000186 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970613 EFFECTIVENESS DATE: 19970613 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DALLAS SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000749420 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 751935715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-29247 FILM NUMBER: 97624095 BUSINESS ADDRESS: STREET 1: 4401 S BELTWOOD PKWY CITY: DALLAS STATE: TX ZIP: 75244-3292 BUSINESS PHONE: 2144500400 MAIL ADDRESS: STREET 2: 4401 S BELTWOOD PKWY CITY: DALLAS STATE: TX ZIP: 75244-3292 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1997 REGISTRATION NO. 333-______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------------- DALLAS SEMICONDUCTOR CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 75-1935715 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4401 SOUTH BELTWOOD PARKWAY DALLAS, TEXAS 75244-3292 (Address of principal executive offices, including zip code) ----------------------------------- DALLAS SEMICONDUCTOR CORPORATION 1987 STOCK OPTION PLAN 1993 OFFICER & DIRECTOR STOCK OPTION PLAN (Full titles of the plans) ---------------------------------- C. V. PROTHRO COPY TO: M. D. SAMPELS, ESQ. CHAIRMAN OF THE BOARD, JENKENS & GILCHRIST, PRESIDENT & CHIEF EXECUTIVE OFFICER A PROFESSIONAL CORPORATION 4401 SOUTH BELTWOOD PARKWAY 1445 ROSS AVENUE, SUITE 3200 DALLAS, TEXAS 75244-3292 DALLAS, TEXAS 75202-2799 (Name and address of agent for service) (972) 371-4000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Title of Amount to offering price aggregate Amount of securities to be registered be registered (1) per share (2)(3) offering price (2)(3) registration fee (3) - ------------------------------ -------------------- ---------------------------------------------- ----------------------- Common Stock, par value $.02 per share 1,313,432 $35.75 $38,238,990 $12,619 - ------------------------------ -------------------- ---------------------------------------------- -----------------------
(1) Consists of 529,608 shares and 783,824 shares of Common Stock reserved for issuance to employees of Dallas Semiconductor Corporation (the "Corporation") pursuant to: (i) the Dallas Semiconductor 1987 Stock Option Plan and (ii) the Dallas Semiconductor 1993 Officer & Director Stock Option Plan (collectively, these two plans shall be referred to as the "Plans"), respectively. In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of additional shares of the Corporation's Common Stock (the "Common Stock") issuable pursuant to the exercise of options and/or awards granted or to be granted under the Plans to prevent dilution that may result from any future stock splits, stock dividends or similar transactions affecting the Common Stock. These additional shares are also being registered by this Registration Statement. (2) Estimated solely for the purpose of computing the registration fee. (3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share of common stock offered hereunder pursuant to the Plans is based upon (i) 817,980 shares of Common Stock reserved for issuance under the Plans, but not subject to outstanding stock options issued under any employee stock option plan, at a price of $35.75, which is the average of the highest and lowest price per share of Common Stock on the New York Stock Exchange, Inc. on June 9, 1997, and (ii) the following shares of Common Stock reserved for issuance under the Plans and subject to stock options already granted under the Company's 1987 Stock Option Plan and the Company's 1993 Officer & Director Stock Option Plan at the following exercise prices: Number of Shares Subject to Exercise Price Outstanding Employee Share Options Per Share 465,452 $17.875 14,500 $22.75 9,000 $20.25 6,500 $25.25 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION* PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT The contents of the Company's Registration Statements on Form S-8 (Reg. Nos. 33-24372, 33-36471, 33-40864, 33-48643, 33-68200 and 33-80696) filed with the Commission on September 9, 1988, August 21, 1990, May 24, 1991, June 17, 1992, September 1, 1993 and June 24, 1994, respectively, are incorporated by reference in this registration statement. ITEM 8. EXHIBITS Each of the following exhibits is filed herewith: 5.1 - Opinion of Jenkens & Gilchrist, a Professional Corporation 23.1 - Consent of Ernst & Young LLP 23.2 - Consent of Jenkens & Gilchrist, a Professional Corporation (included in their opinion filed as exhibit 5.1 hereto). - -------- *Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. CORPDAL:64313.1 20661-00023 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 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 Dallas, State of Texas, on April 22, 1997. DALLAS SEMICONDUCTOR CORPORATION By: /s/ C. V. Prothro C. V. Prothro Chairman of the Board of Directors, President and Chief Executive Officer CORPDAL:64313.1 20661-00023 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints C. V. Prothro and M. D. Sampels and each of them, each with full power to act without the other, his 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 or all amendments to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person hereby ratifying and confirming that each of said attorneys-in-fact and agents or his 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 dates indicated: Signature Capacity Date - --------- -------- ---- /s/ C. V. Prothro Chairman of the Board of Directors April 22, 1997 - ---------------------- President and Chief Executive Officer C. V. Prothro /s/ Alan P. Hale Vice President-Finance April 22, 1997 - ---------------------- Alan P. Hale /s/ Chao C. Mai Senior Vice President and Director April 22, 1997 - ---------------------- Chao C. Mai /s/ Michael L. Bolan Vice President - Marketing and April 22, 1997 - ---------------------- Product Development and Director Michael L. Bolan /s/ M. D. Sampels Director April 22, 1997 - ---------------------- M. D. Sampels /s/ Richard L. King Director April 22, 1997 - ---------------------- Richard L. King /s/ Carmelo J. Santoro Director April 22, 1997 - ---------------------- Carmelo J. Santoro /s/ E. R. Zumwalt, Jr. Director April 22, 1997 - ---------------------- E. R. Zumwalt, Jr. CORPDAL:64313.1 20661-00023 INDEX TO EXHIBITS Exhibit Description of Exhibit 5.1 - Opinion of Jenkens & Gilchrist, a Professional Corporation 23.1 - Consent of Ernst & Young LLP 23.2 - Consent of Jenkens & Gilchrist, a Professional Corporation (included in their opinion filed as exhibit 5.1 hereto). CORPDAL:64313.1 20661-00023 EX-5 2 EXHIBIT 5.1 EXHIBIT 5.1 CORPDAL:64313.1 20661-00023 June 10, 1997 Dallas Semiconductor Corporation 4401 South Beltwood Parkway Dallas, Texas 75244-3292 Re: Registration Statement on Form S-8 Dear Gentlemen: We have acted as counsel to Dallas Semiconductor Corporation, a Delaware corporation (the "Corporation"), in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission on June 10, 1997, under the Securities Act of 1933, as amended (the "Securities Act"), relating to 1,313,432 shares of the $.02 par value common stock (the "Common Stock") of the Corporation that may be offered through either (1) the exercise of stock options (the "Options") and granted or that may be granted under the Dallas Semiconductor Corporation 1987 Stock Option Plan, or (2) the Dallas Semiconductor Corporation 1993 Officer & Director Stock Option Plan (collectively, these two plans shall be referred to as the "Plans"). You have requested the opinion of this firm with respect to certain legal aspects of the proposed offering. In connection therewith, we have examined and relied upon the original, or copies identified to our satisfaction, of (1) the Certificate of Incorporation and the Bylaws of the Corporation, as amended; (2) minutes and records of the corporate proceedings of the Corporation with respect to the establishment of the Plans, the reservation of 1,313,432 additional shares of Common Stock to be issued under the Plans and to which the Registration Statement relates, the issuance of shares of Common Stock pursuant to the Plans and related matters; (3) the Registration Statement and exhibits thereto, including the Plans; and (4) such other documents and instruments as we have deemed necessary for the expression of the opinions herein contained. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. As to various questions of fact material to this opinion, and as to the content and form of the Certificate of Incorporation, the Bylaws, minutes, records, resolutions and other documents or writings of the Corporation, we have relied, to the extent we deem reasonably appropriate, upon representations or certificates of officers or directors of the Corporation and upon documents, records and instruments furnished to us by the Corporation, without independent check or verification of their accuracy. CORPDAL:64313.1 20661-00023 Dallas Semiconductor Corporation June 10, 1997 Page 2 Based upon our examination and consideration of, and reliance on, the documents and other matters described above, we are of the opinion that the Corporation presently has available at least 1,313,432 shares of authorized but unissued shares of Common Stock and/or treasury shares of Common Stock. From these shares of Common Stock, the 1,313,432 shares of Common Stock proposed to be offered pursuant to the exercise of Options granted or to be sold through the Corporation's Plans may be issued. Assuming that: (i) the outstanding Options were duly granted, that the Options to be granted in the future are duly granted, and that the shares to be sold in the future though the Corporation's Plans are all in accordance with the terms of the Plans, (ii) the shares of Common Stock to be issued in the future are duly issued in accordance with the terms of the Plans, (iii) the Corporation maintains an adequate number of authorized but unissued shares and/or treasury shares of Common Stock available for issuance to those persons who exercise Options granted under or purchased through the Plans, and (iv) the consideration for shares of Common Stock issued pursuant to the Plans and pursuant to such Options is actually received by the Corporation as provided in the Plans and exceeds the par value of such shares, then the shares of Common Stock issued in accordance with the terms of the Plans and issued pursuant to the exercise of the Options granted under or sold though and in accordance with the terms of the Plans will be duly and validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to references to our firm included in or made a part of the Registration Statement. In giving this consent, we do not admit that we come within the category of person whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Securities and Exchange Commission thereunder. Very truly yours, JENKENS & GILCHRIST, a Professional Corporation By: /s/ Merlyn D. Sampels ----------------------- Merlyn D. Sampels CORPDAL:64313.1 20661-00023 EX-23 3 EXHIBIT 23.1 EXHIBIT 23.1 CORPDAL:64313.1 20661-00023 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-9) pertaining to the Dallas Semiconductor Corporation 1987 Stock Option Plan and the 1993 Officer & Director Stock Option Plan of our report dated January 7, 1997, with respect to the consolidated financial statements an schedule of Dallas Semiconductor Corporation incorporated by reference in is Annual Report (Form 10-K) for the year ended December 29, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP --------------------- ERNST & YOUNG LLP Dallas, Texas June 2, 1997 CORPDAL:64313.1 20661-00023 -----END PRIVACY-ENHANCED MESSAGE-----