-----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, UmMxg5k6gvrqCG1L2safxYt+nxX3GlI1dfkKGsfD2JD4EQd3DxsX5BAkLwzu6VPr i7ZxCBmnwL53wuXZoOI3Vg== 0001012870-99-004563.txt : 19991210 0001012870-99-004563.hdr.sgml : 19991210 ACCESSION NUMBER: 0001012870-99-004563 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-90783 FILED AS OF DATE: 19991208 EFFECTIVENESS DATE: 19991208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XIRCOM INC CENTRAL INDEX KEY: 0000883905 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 954221884 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-92387 FILM NUMBER: 99771083 BUSINESS ADDRESS: STREET 1: 2300 CORPORATE CENTER DR CITY: THOUSAND OAKS STATE: CA ZIP: 91320-1420 BUSINESS PHONE: 8053769300 MAIL ADDRESS: STREET 1: 2300 CORPORATE CENTER DRIVE CITY: THOUSAND OAKS STATE: CA ZIP: 91320-1420 S-3MEF 1 ADDITIONAL SECURITIES FILED PURSUANT TO 462(B) As filed with the Securities and Exchange Commission on December 8, 1999 Registration No. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- XIRCOM, INC. (Exact Name of Registrant as Specified in Its Charter) ---------------- California 95-4221884 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification Number)
2300 Corporate Center Drive Thousand Oaks, California 91320 (805) 376-9300 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ---------------- Steven F. DeGennaro Chief Financial Officer Xircom, Inc. 2300 Corporate Center Drive Thousand Oaks, California 91320 (805) 376-9300 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) ---------------- Copies to: Howard Zeprun, Esq. Alan F. Denenberg, Esq. Wilson Sonsini Goodrich & Rosati, Shearman & Sterling Professional Corporation 1550 El Camino Real 650 Page Mill Road Menlo Park, CA 94025 Palo Alto, California 94304 (650) 330-2200 (650) 493-9300
---------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the registration statement becomes effective. ---------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Registration No. 333-90783 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
Proposed Proposed maximum maximum aggregate Amount of Title of securities Amount being offering price offering registration being registered registered(1) per Share(2) price(2) fee - --------------------------------------------------------------------------------- Common Stock, par value $0.001 per share............. 575,000 $51.25 $29,468,750.00 $7,779.75
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (1) Includes 75,000 shares issuable upon exercise of an over-allotment option granted to the Underwriters. (2) Based on the offering price. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3 (REGISTRATION NO. 333-90783) XIRCOM, INC. (the "Company") hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3 (Registration No. 333-90783), as amended (including the exhibits thereto), declared effective at approximately 4:30 p.m. on December 8, 1999 by the Securities and Exchange Commission. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. Exhibits The following exhibits are filed herewith or incorporated by reference herein:
Exhibit Number Exhibit Title ------- ------------- 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation 23.1 Consent of Ernst & Young LLP, Independent Auditors 23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1) 24.1++ Power of Attorney of certain directors and officers of Xircom, Inc. (see page II-4 of Xircom, Inc.'s Registration Statement on Form S-3 (Registration No. 333-90783) which is incorporated herein by reference)
- -------- ++Previously filed. II-1 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Thousand Oaks, State of California, on December 8, 1999. XIRCOM, INC. /s/ Dirk I. Gates By: _________________________________ Chairman of the Board President and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name Title Date ---- ----- ---- /s/ Dirk I. Gates President and Chief December 8, 1999 ____________________________________ Executive Officer Dirk I. Gates * Chief Financial Officer December 8, 1999 ____________________________________ (Principal Financial Steven F. DeGennaro and Accounting Officer) * Director December 8, 1999 ____________________________________ Michael F. G. Ashby * Director December 8, 1999 ____________________________________ Kenneth J. Biba * Director December 8, 1999 ____________________________________ Gary J. Bowen * Director December 8, 1999 ____________________________________ J. Kirk Mathews * Director December 8, 1999 ____________________________________ Carl E. Russo * Director December 8, 1999 ____________________________________ William J. Schroeder * Director December 8, 1999 ____________________________________ Delbert W. Yocam /s/ Dirk I. Gates *By: ______________________________ Attorney-in-Fact
II-2 EXHIBIT INDEX
Exhibit Number Exhibit Title ------- ------------- 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation 23.1 Consent of Ernst & Young LLP, Independent Auditors 23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1) 24.1++ Power of Attorney of certain directors and officers of Xircom, Inc. (see page II-4 of Xircom, Inc.'s Registration Statement on Form S-3 (Registration No. 333-90783) which is incorporated by reference)
- -------- ++Previously filed. EX-5.1 2 OPINION OF WILSON SONSINI GOODRICH & ROSATI EXHIBIT 5.1 [Form of Legal Opinion] December 8, 1999 Xircom, Inc. 2300 Corporate Center Drive Thousand Oaks, California 91320 RE: REGISTRATION STATEMENT ON FORM S-3 Ladies and Gentlemen: We have examined the registration statement on Form S-3, as amended, filed by Xircom, Inc., a California corporation (the "Company"), with the Securities and Exchange Commission in connection with the registration under the Securities Act, as amended, of up to 575,000 shares of the Company's common stock (including an over-allotment option of up to 75,000 shares of the Company's common stock granted to the underwriters) (the "Shares"). The Shares are to be sold to the underwriters for resale to the public as described in the registration statement and pursuant to an underwriting agreement filed as an exhibit thereto. As legal counsel to the Company, we have examined the proceedings proposed to be taken in connection with said sale and issuance of the Shares. Based upon the foregoing, we are of the opinion that the Shares, when issued in the manner described in the registration statement, will be duly authorized, validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the registration statement, and further consent to the use of our name wherever appearing in the registration statement, including the prospectus constituting a part thereof, and any amendment thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Howard S. Zeprun -------------------------- EX-23.1 3 CONSENT OF ERNST & YOUNG EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of Xircom, Inc., (including the Rule 462(b) Registration Statement) filed on December 8, 1999, for the registration of 4,000,000 shares of its common stock and to the incorporation by reference therein of our report dated October 18, 1999, with respect to the consolidated financial statements and schedule of Xircom, Inc. included in its Annual Report on Form 10-K for the year ended September 30, 1999 and to the use of our report dated November 5, 1999, with respect to the supplemental consolidated financial statements and schedule of Xircom, Inc. included herein and in its Current Report on Form 8-K dated November 10, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Woodland Hills, California December 3, 1999 -----END PRIVACY-ENHANCED MESSAGE-----