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As filed with the Securities and Exchange Commission on August 26, 1998
Registration No. 333-__________
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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 33-0676350
(State of incorporation) (I.R.S. Employer Identification No.)
40 PARKER
IRVINE, CA 92618
(Address of principal executive offices)
_______________________
SYNC RESEARCH, INC. AMENDED AND RESTATED 1991 STOCK PLAN
SYNC RESEARCH, INC. AMENDED AND RESTATED 1995 DIRECTORS' STOCK OPTION PLAN
(Full title of the Plans)
_______________________
RICHARD W. MARTIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SYNC RESEARCH, INC.
40 PARKER
IRVINE, CA 92618
(949) 588-2070
(Name, address and telephone number, including area code, of agent for service)
_______________________
Copy to:
Mark A. Medearis
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Maximum Offering Aggregate Amount of
Title of Securities to Amount to be Price Per Offering Registration
be Registered Registered(1) Share Price Fee
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<S> <C> <C> <C> <C>
AMENDED AND RESTATED 1991 STOCK PLAN
Common Stock, $0.001 par value......... 750,000 $ 1.8907(3) $ 1,418,025 $ 418.31
Shares(2)
AMENDED AND RESTATED 1995 DIRECTORS' STOCK OPTION PLAN
Common Stock, $0.001 par value.......... 100,000 $ 1.8907(5) $ 189,070 $ 55.78
Shares(4)
TOTAL 850,000 $ 1.8907 $ 1,607,095 $ 474.09
Shares
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_______________________
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans being registered
pursuant to this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of Common Stock.
(2) This total represents a 750,000 share increase in the shares reserved for
issuance under the Amended and Restated 1991 Stock Plan (the "Plan"), which
increase was approved by the Registrant's Board of Directors and
stockholders at meetings on January 30, 1998 and June 12, 1998,
respectively. None of the shares registered hereunder are subject to
outstanding options. 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
Commission on January 16, 1996 and an additional 650,000 shares were
registered for issuance under the Plan pursuant to a registration statement
on Form S-8 filed by the Registrant, (registration number 333-10941) with
the Commission on August 28, 1996.
(3) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
(the "SECURITIES ACT") solely for the purpose of calculating the
registration fee. The computation is based upon the average of the high
and low sale prices of the Common Stock as reported on The Nasdaq National
Market on August 21, 1998.
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(4) This total represents a 100,000 share increase in the shares reserved for
issuance under the Amended and Restated 1995 Directors' Stock Option Plan
(the "Directors' Plan"), which increase was approved by the Registrant's
Board of Directors and stockholders at meetings on January 30, 1998 and
June 12, 1998, respectively. None of the stock registered hereunder are
subject to outstanding options. An additional 100,000 shares were
registered for issuance under the Directors' Plan pursuant to a previous
registration statement on Form S-8 filed by the Registrant (registration
number 333-00166) with the Commission on January 16, 1996.
(5) Estimated in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee. The computation is
based upon the average high and low sale prices of the Common Stock as
reported on the Nasdaq National Market on August 21, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "COMMISSION") are hereby incorporated by reference:
(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.
(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.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on October 10, 1995 and
the Registrant's Registration Statement on Form 8-A/A filed on November 4,
1995, each pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
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 hereby
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 such documents.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
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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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Item 8. EXHIBITS.
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Exhibit
Number
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<S> <C>
5.1 Opinion of Venture Law Group, a Professional Corporation.
23.1 Consent of Venture Law Group, a Professional Corporation (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants
24.1 Powers of Attorney (see p. 8).
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Item 9. UNDERTAKINGS.
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 purposes of determining any liability under the
Securities 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
Insofar as the indemnification for liabilities arising under the
Securities 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 Commission such
indemnification is against public policy as expressed in the Securities 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 a successful defense of any action, suit or
proceeding) is asserted by
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such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the question has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
[Signature Pages Follow]
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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 this August 25, 1998.
Sync Research, Inc.
By: /s/ William K. Guerry
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William K. Guerry
Vice President of Finance and
Administration and Chief Financial
Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard W. Martin and William K.
Guerry, jointly and severally, his or her attorneys-in-fact and agents, each
with the power of substitution and resubstitution, for him or her and in his
or her name, place or stead, in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8, and to file such
amendments, together with exhibits and other documents in connection
therewith, with the Securities and Exchange Commission, granting to each
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as he or she might or could do in person, and ratifying
and confirming all that the attorney-in-facts and agents, or his or her
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.
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Signature Title Date
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<S> <C> <C>
/s/ Richard W. Martin President and Chief Executive August 25, 1998
------------------------- Officer (Principal Executive
Richard W. Martin Officer)
/s/ William K. Guerry Vice President, Finance and August 25, 1998
------------------------- Administration, Secretary and
William K. Guerry Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s Charles A. Haggerty Director August 25, 1998
-------------------------
Charles A. Haggerty
Director
-------------------------
John H. Rademaker
/s/ Gregorio Reyes Director August 25, 1998
-------------------------
Gregorio Reyes
/s/ William J. Schroeder Director August 25, 1998
-------------------------
William J. Schroeder
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INDEX TO EXHIBITS
Exhibit
Number
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5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
24.1 Powers of Attorney (see p. 8).
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EXHIBIT 5.1
August 26, 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 (the
"REGISTRATION STATEMENT") filed by you with the Securities and Exchange
Commission (the "COMMISSION") on or about August 26, 1998 in connection with
the registration under the Securities Act of 1933, as amended, of a total of
850,000 shares of your Common Stock (the "SHARES") reserved for issuance
under the Sync Research, Inc. Amended and Restated 1991 Stock Plan and the
Sync Research, Inc. 1995 Directors' Stock Option Plan (the "PLANS"). 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.
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 Plans, the Shares will be legally and 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 it appears in
the Registration Statement and any amendments to it. This opinion is solely
for your benefit and may not be relied upon by any other person without our
prior written consent.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
/s/ Venture Law Group
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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. Amended and Restated 1991
Stock Plan and Sync Research, Inc. Amended and Restated 1995 Directors' 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.
/s/ Ernst & Young LLP
Orange County, California
August 20, 1998
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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. Amended and Restated 1991 Stock Plan and the Sync Research, Inc. Amended
and Restated 1995 Directors' 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.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
August 20, 1998
