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As filed with the Securities and Exchange Commission on February 24, 2000
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SYNC RESEARCH, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 33-0676350
(State of incorporation) (I.R.S. Employer Identification No.)
12 MORGAN
IRVINE, CALIFORNIA 92618
(Address of principal executive offices)
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SYNC RESEARCH, INC. 1996 NON-EXECUTIVE STOCK OPTION PLAN
(Full title of the Plans)
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WILLIAM GUERRY
CHIEF EXECUTIVE OFFICER
SYNC RESEARCH, INC.
12 MORGAN
IRVINE, CALIFORNIA 92618
(949) 588-2070
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
Mark Medearis
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
(Calculation of Registration Fee on following page)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share Offering Price Fee
- ----------------------------------------------- ---------------------- ----------------- ---------------- ---------------
<S> <C> <C> <C> <C>
1996 NON-EXECUTIVE STOCK OPTION PLAN
Common Stock,
$0.001 par value......................... 124,615 Shares(2) $ 2.25(3) $ 280,383.75 $74.02
TOTAL 124,615 Shares $ 2.25 $ 280,383.75 $74.02
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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 124,615 share increase in the shares under the
1996 Non-Executive Stock Option Plan (the "Plan") which increase was
approved by the Registrant's Board of Directors at meetings held on
August 11, 1999 and December 16, 1999. Of the 124,615 shares registered
hereunder, 124,615 are subject to outstanding options. An additional
140,629 shares (share number reflects a one-for-five reverse stock
split approved by the stockholders of the Company on June 11, 1999)
were registered for issuance under the Plan pursuant to a previous
registration statement on Form S-8 filed by the Registrant
(registration number 333-52947) with the Commission on May 18, 1998.
An additional 70,100 shares (share number reflects a one-for-five
reverse stock split approved by the stockholders of the Company on
June 11, 1999) 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 165,314 shares (share number
reflects a one-for-five reverse stock split approved by the
stockholders of the Company on June 11, 1999) 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.
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(3) Computed in accordance with Rule 457(h) under the Securities Act 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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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registrant's previous Registration Statements on
Form S-8 (Nos. 333-12315, 333-28045 and 333-52947) 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 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, 1998, filed on March 31, 1999 pursuant to Section 13 of
the Securities 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 with the Commission
under Section 12 of the Securities Exchange Act of 1934 (the "EXCHANGE ACT") on
October 10, 1995 and November 4, 1995, 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.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation reduces the liability of
a director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under Delaware law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
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Item 8. EXHIBITS.
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<CAPTION>
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 Independent Auditors.
24.1 Powers of Attorney.
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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 such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already 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 23rd day of February, 2000.
Sync Research, Inc.
By: /s/ William Guerry
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William Guerry
Chief Executive Officer
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INDEX TO EXHIBITS
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<CAPTION>
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 Independent Auditors
24.1 Powers of Attorney
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EXHIBIT 5.1
February 23, 2000
Sync Research, Inc.
12 Morgan
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 February 23,
2000 (the "Registration Statement") in connection with the registration under
the Securities Act of 1933, as amended, of 124,615 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 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
/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. 1996 Non-Executive Stock
Option Plan, of our report dated January 25, 1999, 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,
1998,filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Orange County, California
February 21, 2000
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William K. Guerry, his or her
attorney-in-fact and agent, 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
said 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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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ William K. Guerry President, Chief Executive Officer and February 23, 2000
- ------------------------------ Chief Financial Officer (Principal
William K. Guerry Executive Officer and Principal
Financial and Accounting Officer) and
Director
/s/ Charles Haggerty Director February 23, 2000
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Charles Haggerty
/s/ Gregorio Reyes Director February 23, 2000
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Gregorio Reyes
/s/ William J. Schroeder Director February 23, 2000
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William J. Schroeder
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