<PAGE>
As filed with the Securities and Exchange Commission on August 28, 1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----
SYNC RESEARCH, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3661 33-0676350
(State of other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
7 STUDEBAKER
IRVINE, CA 92718
(714) 588-2070
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
SYNC RESEARCH, INC. AMENDED AND RESTATED 1991 STOCK PLAN
(Full title of the plan)
John H. Rademaker
Chief Executive Officer
SYNC RESEARCH, INC.
7 Studebaker
Irvine, CA 92718
(714) 588-2070
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------------------------
COPIES TO:
Mark A. Medearis, Esq.
Glen Van Ligten, Esq.
VENTURE LAW GROUP
2800 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
(415) 854-4488
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES REGISTERED OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED PER UNIT PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001
par value 519,522 $18.62 (2) $9,674,596 $3,336.07
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001
par value.......... 130,478 $14.125 (3) $1,843,002 $ 635.52
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL 650,000 $11,517,598 $3,971.59
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This total represents a 650,000 share increase in the shares reserved
for issuance under the 1991 Stock Plan (the "Plan"), which increase was
approved by the Registrant's Board of Directors and stockholders at
meetings on February 26, 1996 and May 28, 1996, respectively. There are
presently 519,522 outstanding options concerning the shares listed in this
increase. An additional 2,859,309 shares were registered for issuance
under the Plan pursuant to a previous registration statement on Form S-8
filed by the Registrant, (registration number 333-00166) with the SEC on
January 16, 1996.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. Computation
based on the per share exercise price (rounded to nearest cent) of
outstanding options under the referenced plan, the shares issuable under
which are registered hereby.
(3) Estimated in accordance with Rule 457(h) and 457(c) under the Securities
Act of 1933 solely for the purpose of calculating the registration fee.
The computation with respect to unissued options is based on the average of
the high and low sale prices of the Common Stock as reported on The Nasdaq
National Market on August 26, 1996.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The contents of the Registrant's Registration Statement filed on
January 16, 1996 with the Securities and Exchange Commission (Registration
No. 333-00166) are incorporated by reference. The following documents and
information heretofore filed with the Securities and Exchange Commission are
hereby incorporated by reference:
ITEM 3 (a)
The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, filed on March 30, 1996, pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which
contains audited financial statements for the Registrant's latest fiscal
year for which such statements have been filed.
ITEM 3 (b)
The Registrant's Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1996, filed on May 2, 1996, and for the quarter ended June 30,
1996, filed on August 12, 1996, each pursuant to Section 13 of the Exchange
Act.
ITEM 3 (c)
Items 1 and 2 of the Registrant's Registration Statement on Form 8-A
filed on October 10, 1995, and Items 1 and 2 of the Registrant's
Registration Statement on Form 8-A, filed on November 4, 1995, each
pursuant to Section 12 of the Exchange Act.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
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<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Act").
Article X of the Registrant's Amended and Restated Certificate of Incorporation,
filed November 17, 1995, provides for indemnification of its directors, officers
and employees to the maximum extent permitted by the Delaware General
Corporation Law. Article VI of the Registrant's Bylaws provides that the
Registrant shall indemnify its directors and officers to the fullest extent
permitted by Delaware law against expenses, judgments and other amounts actually
and reasonably incurred in connection with a proceeding arising from the
person's status as an agent of the Corporation. Such expenses shall be paid by
the Corporation in advance of the final disposition of such action if the
indemnified person undertakes to repay such amounts if it is determined that he
or she is not entitled to indemnification. The Registrant has entered into
indemnification agreements with certain of its officers and directors containing
provisions that are in some respects broader than the specific indemnification
provisions contained in the Delaware General Corporation Law. The
indemnification agreements require the Registrant, among other things, to
indemnify its directors against certain liabilities that may arise by reason of
their status or service as directors (other than liabilities arising from
willful misconduct of culpable nature, insured claims, and claims under Section
16(b)), and to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified. Reference is also made to
Section (c) of the Underwriting Agreement entered into by the Registrant in
connection with its initial public offering of its Common Stock indemnifying
officers and directors of the Registrant against certain liabilities. In
addition, the Registrant has obtained directors and officers' liability
insurance covering, subject to certain exceptions, actions taken by the
Registrant's directors and officers in their capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
-4-
<PAGE>
ITEM 8. EXHIBITS
Exhibit
Number Document
------ --------
3.2* Amended and Restated Certificate of Incorporation.
3.3* Bylaws.
4.1** Amended and Restated 1991 Stock Plan and form of
agreement thereunder.
4.2* 1995 Employee Stock Purchase Plan and forms of agreements
thereunder.
4.3* 1995 Directors' Stock Option Plan and form of agreement
thereunder.
5.1 Opinion of Venture Law Group, A Professional Corporation, as
to Legality of Securities Being Registered.
23.1 Consent of Venture Law Group, a Professional Corporation
(contained in Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney.
- --------------
* Incorporated by reference from Registrant's Registration Statement on Form
S-1 (Registration No. 33-96910), as amended, filed with the Commission on
September 14, 1995.
** Incorporated by reference from Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1996, as filed with the Commission on
August 12, 1996.
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating
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<PAGE>
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.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
C. Insofar as indemnification for liabilities arising under the
Act 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Sync Research, Inc., a corporation organized and existing under the laws of the
State of Delaware, 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 August 28,
1996.
SYNC RESEARCH, INC.
By: /s/ Ronald J. Scioscia
----------------------
Ronald J. Scioscia
Vice President of Finance and
Administration and Chief Financial
Officer
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<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John H. Rademaker and Ronald J. Scioscia,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact, or his substitute or substitutes, may 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chief Executive Officer and Director August ___, 1996
- ----------------------------- (Principal Executive Officer)
John H. Rademaker
/s/ Roger A. Dorf President, Chief Operating Officer and August 28, 1996
- ----------------------------- Director
Roger A. Dorf
/s/ Ronald J. Scioscia Vice President Finance and August 28, 1996
- ----------------------------- Administration and Chief Financial
Ronald J. Scioscia Officer (Principal Financial and
Accounting Officer)
/s/ Gregorio Reyes Chairman of the Board of Directors August 28, 1996
- -----------------------------
Gregorio Reyes
/s/ Douglas C. Carlisle Director August 28, 1996
- -----------------------------
Douglas C. Carlisle
Director August __, 1996
- -----------------------------
Robert J. Finocchio, Jr.
/s/ Charles A. Haggerty Director August 28, 1996
- -----------------------------
Charles A. Haggerty
/s/ William J. O'Meara Director August 28, 1996
- -----------------------------
William J. O'Meara
</TABLE>
-8-
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
EXHIBITS
- --------------------------------------------------------------------------------
Registration Statement on Form S-8
SYNC RESEARCH, INC.
August 28, 1996
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
------
3.2* Amended and Restated Certificate of Incorporation.
3.3* Bylaws.
4.1** Amended and Restated 1991 Stock Plan and form of
agreement thereunder.
4.2* 1995 Employee Stock Purchase Plan and forms of agreements
thereunder.
4.3* 1995 Directors' Stock Option Plan and form of agreement
thereunder.
5.1 Opinion of Venture Law Group, A Professional Corporation,
as to Legality of securities being registered.
23.1 Consent of Venture Law Group, A Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Independent Auditors.
24.1 Powers of Attorney.
- --------------
* Incorporated by reference from Registrant's Registration Statement on Form
S-1, as amended (Registration No. 33-96910), filed with the Commission on
September 14, 1995.
** Incorporated by reference from Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1996, as filed with the Commission on
August 12, 1996.
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<PAGE>
EXHIBIT 5.1
August 28, 1996
Sync Research, Inc.
7 Studebaker
Irvine, CA 92718
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about August 28, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 650,000 shares of your Common
Stock (the "Shares") reserved for issuance under Sync Research, Inc. Amended
and Restated 1991 Stock Plan (the "Plan"). As your legal counsel, we have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by you in connection with the sale and issuance of the Shares under the
Plan.
It is our opinion that, when issued and sold in the manner referred to in
the Plan and pursuant to the respective agreement which accompanies each grant
under the plan, the Shares 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 and further consent to the use of our name wherever it appears in the
Registration Statement and any amendments to it.
Sincerely,
VENTURE LAW GROUP
A Professional Corporation
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 and related prospectus) pertaining to the Sync Research,
Inc. Amended and Restated 1991 Stock Plan of our report dated January 26, 1996
with respect to the financial statements and schedule of Sync Research, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1995,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Orange County, California
August 28, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
[See page 8]
