<PAGE>
As filed with the Securities and Exchange Commission on May 18, 1998,
Registration No.
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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)
-----------------------
DELAWARE 3661 33-0676350
(State of other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification
Number)
-----------------------
40 PARKER
IRVINE, CA 92618
(949) 588-2070
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
-----------------------
SYNC RESEARCH, INC. 1996 NON-EXECUTIVE STOCK OPTION PLAN
(Full title of the plan)
-----------------------
JOHN H. RADEMAKER
CO-CHIEF EXECUTIVE OFFICER
SYNC RESEARCH, INC.
40 PARKER
IRVINE, CA 92618
(949) 588-2070
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------
COPIES TO:
MARK A. MEDEARIS
VENTURE LAW GROUP
2800 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
(650) 854-4488
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED REGISTERED (1) PER UNIT PRICE (2)
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SYNC RESEARCH INC. 1996 NON-EXECUTIVE STOCK OPTION PLAN
<S> <C> <C> <C> <C>
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Common Stock, $0.001
par value............. 703,147 $2.22 $1,560,986.34 $460.49
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</TABLE>
(1) This total represents a 703,147 shares increase in the shares reserved
for issuance under the 1996 Non-Executive Stock Option Plan (the
"Plan"), which increase was approved by the Registrant's Board of
Directors at meetings and by actions taken by unanimous written
consent of the board of directors on June 13, 1997, September 24,
1997, October 21, 1997, December 9, 1997, January 30, 1998 and April
20, 1998. Of the 703,147 shares being registered hereunder, 703,147
shares are subject to outstanding options. An additional 350,500
shares were registered for issuance under the Plan pursuant to a
previous registration statement on Form S-8 filed by the Registrant,
(registration number 333-12315) with the Commission on September 19,
1996 and an additional 826,572 shares were registered for issuance
under the Plan pursuant to a previous registration statement on Form
S-8 filed by the Registrant (registration number 333-28045) with the
Commission on May 30, 1997.
(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 weighted average per share exercise price (rounded to nearest
cent) of outstanding options under the referenced plan, the shares issuable
under which are registered hereby.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registrant's previous Registration Statement on
Form S-8 (No. 333-12315) and Form S-8 (No. 333-28045) pertaining to the
Sync Research, Inc. 1996 Non-Executive Stock Option Plan are hereby
incorporated by reference herein.
ITEM 3. INCORPORATION OF DOCUMENTS 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, 1997, filed on March 31, 1998, 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)
All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above.
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 also entered into indemnification agreements with
its officers and directors. The indemnification agreements require the
Registrant to indemnify such persons in proceedings if such person acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Registrant. With respect to any proceeding by or in
the right of the Registrant, no indemnification shall be made if the indemnitee
is adjudged liable to the Company if applicable law prohibits such
indemnification unless the court determines that indemnification may
nevertheless be made by the Company. With respect to any criminal proceeding
other than one brought by or in the right of the Registrant, the indemnitee also
must have no reasonable cause to believe his or her conduct was unlawful in
order to gain indemnity.
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.
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<PAGE>
ITEM 8. EXHIBITS
Exhibit
Number Document
------- --------
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.
23.3 Consent of Price Waterhouse LLP, Independent Accountants
24.1 Power of Attorney.
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 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
-5-
<PAGE>
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.
-6-
<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 May 18, 1998.
SYNC RESEARCH, INC.
By: /s/ William K. Guerry
---------------------------------
William K. Guerry
Vice President of Finance and
Administration and Chief Financial
Officer
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
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Registration Statement on Form S-8
SYNC RESEARCH, INC.
May 18, 1998
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
- --------
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.
23.3 Consent of Price Waterhouse LLP, Independent Accountants
24.1 Powers of Attorney.
<PAGE>
EXHIBIT 5.1
May 13, 1998
Sync Research, Inc.
40 Parker
Irvine, CA 92618
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 May 13, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 703,147 shares of your
Common Stock (the "SHARES") reserved for issuance under the Sync Research,
Inc. 1996 Non-Executive Stock Option Plan (the "PLAN"). As your counsel in
connection with this transaction, 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 Plans.
It is our opinion that, when issued and sold in the manner referred to
in the Plans 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
/s/ Venture Law Group
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Sync Research, Inc. 1996 Non-Executive
Stock Option Plan of our report dated January 27, 1998 with respect to the
consolidated financial statements and schedule of Sync Research, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31,
1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Orange County, California
May 13, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 and related prospectus pertaining to the
Sync Research, Inc. 1996 Non-Executive Stock Option Plan of our report dated
June 13, 1996, except as to Note 11 which is as of August 23, 1996 relating
to the financial statements of TyLink Corporation appearing in the Form 10-K
of Sync Research, Inc. for the year ended December 31, 1997.
PRICE WATERHOUSE LLP
Boston, Massachusetts
May 13, 1998
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John H. Rademaker and William K.
Guerry, 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>
/s/John H. Rademaker Co- Chief Executive Officer, May 18, 1998
----------------------- Vice Chairman of the Board of
John H. Rademaker Directors
/s/William K. Guerry Vice President, Finance and May 18, 1998
----------------------- Administration, Secretary and
William K. Guerry Chief Financial Officer
/s/Gregorio Reyes Co-Chief Executive Officer, May 18, 1998
----------------------- Chairman of the Board of
Gregorio Reyes Directors
/s/Charles A. Haggerty Director May 18, 1998
-----------------------
Charles A. Haggerty
/s/William J. Schroeder Director May 18, 1998
-----------------------
William J. Schroeder
</TABLE>
