As filed with the Securities and Exchange Commission on August 8, 1996
Registration No. 33-80719
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CYLINK CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
California 95-3891600
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
910 Hermosa Court
Sunnyvale, California 94086
(Address of Principal Executive Office, Including Zip Code)
CYLINK CORPORATION
AMENDED AND RESTATED 1994 FLEXIBLE STOCK INCENTIVE PLAN
(Full Title of the Plans)
Robert B. Fougner, Esq.
General Counsel and Secretary
Cylink Corporation
910 Hermosa Court
Sunnyvale, California 94086
(Name and Address of Agent for Service)
(408) 735-5800
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Michael C. Phillips, Esq.
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, California 94304
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of securities Amount to be maximum offering Proposed maximum Amount of
to be registered registered price per share (1) aggregate offering price (1) registration fee
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<S> <C> <C> <C> <C>
Common Stock 1,385,266 $11.75 $16,276,875.50 $5,613.00
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<FN>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) and (c) under the Securities Act of 1933, as
amended, based upon an average of the high and low prices of Cylink
Corporation common stock reported on the Nasdaq National Market on August
2, 1996.
</FN>
</TABLE>
Exhibit Index Located at Page 8
Page 1 of 9 Pages
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
There are hereby incorporated by reference in this Registration
Statement the following documents and information previously filed with the
Securities and Exchange Commission (the "Commission"):
1. The Registrant's latest prospectus filed with the Commission on
February 15, 1996 pursuant to Rule 424(b) under the Act containing audited
financial statements for fiscal year 1995; and
2. The description of the Registrant's Common Stock to be offered
hereby which is contained in its Registration Statement on Form 8-A under the
Exchange Act filed with the Commission on February 14, 1996.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration
Statement, and 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 a part hereof from the date
of filing of such documents.
Except as superseded or modified herein, any statement contained in
any document incorporated by reference herein or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this document.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws provide that the Company will indemnify its
Directors and executive officers and may indemnify its other officers, employees
and other agents to the fullest extent permitted by California law. The Company
is also empowered under its Bylaws to enter into indemnification agreements with
its Directors and officers and to purchase insurance on behalf of any person
whom it is required or permitted to indemnify. The Company has entered into
indemnification agreements with each of its
II-1
<PAGE>
Directors and executive officers and obtained a policy of Directors' and
officers' liability insurance that insures such persons against the cost of
defense, settlement or payment of a judgment under certain circumstances.
In addition, the Company's Amended and Restated Articles of
Incorporation provide that the liability of the Company's Directors for monetary
damages shall be eliminated to the fullest extent permissible under California
law. This provision in the Amended and Restated Articles of Incorporation does
not eliminate a Director's duty of care, and in appropriate circumstances
equitable remedies such as an injunction or other forms of non-monetary relief
will remain available under California law. Each Director will continue to be
subject to liability for breach of the Director's duty of loyalty to the
Company, for acts or omission not in good faith or involving intentional
misconduct or knowing violations of law, for acts or omissions that the Director
believes to be contrary to the best interests of the Company or its
shareholders, for any transaction from which the Director derived an improper
personal benefit, for improper transactions between the Director and the Company
and for improper distributions to shareholders and loans to Directors and
officers. This provision also does not affect a Director's responsibilities
under any laws, such as the federal securities laws or state or federal
environmental laws.
There is no pending litigation or proceeding involving a Director or
officer of the Company as to which indemnification is being sought, nor is the
Company aware of any pending or threatened litigation that may result in claims
for indemnification by any Director or officer.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
4.1 Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 and 3.2 to
the Registrant's Registration Statement on Form S-1 (Commission
File No. 33-80719) which became effective on February 15, 1996
(the "Registration Statement on Form S-1")).
4.2 Registrant's Bylaws, and amendments thereto (incorporated by
reference to Exhibit 3.3 and 3.4 to the Registration Statement
on Form S-1).
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP (see page II-4).
24.1 Power of Attorney (see page II-5).
II-2
<PAGE>
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:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) 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;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) That, insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 19, 1996 appearing on page F-2
of Cylink Corporation's Registration Statement on Form S-1 (No. 33-80719) and in
the related Prospectus constituting part of such Registration Statement on Form
S-1.
PRICE WATERHOUSE LLP
San Jose, California
August 8, 1996
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Cylink Corporation 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 Sunnyvale, California, on
August 8, 1996.
CYLINK CORPORATION
By /s/ John H. Daws
----------------------------
John H. Daws
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Jimmy K. Omura, John H. Daws, and Robert B. Fougner, and each of them, as his
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any amendment to this Registration Statement and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting to said attorneys-in-fact, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact or any of them, or their or his
substitute or substitutes, may lawfully 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 date indicated.
Signature Capacity Date
- --------- -------- ----
/s/ Jimmy K. Omura Chief Technical Officer, Acting August 8, 1996
- --------------------- Chief Executive Officer and
Jimmy K. Omura Director of the Board of Directors
(Principal Executive Officer)
/s/ John H. Daws Vice President and Chief August 8, 1996
- ------------------- Financial Officer
John H. Daws (Principal Financial
and Accounting Officer)
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<PAGE>
/s/ Leo A. Guthart Director, Chairman of the August 8, 1996
- -------------------- Board of Directors
Leo A. Guthart
Director August , 1996
- ----------------------
Lewis C. Morris
Director August , 1996
- ----------------------
James H. Simons
/s/ Howard L. Morgan Director August 8, 1996
- ----------------------
Howard L. Morgan
/s/ Elwyn Berlekamp Director August 8, 1996
- ----------------------
Elwyn Berlekamp
/s/ William W. Harris Director August 8, 1996
- -----------------------
William W. Harris
/s/ King W.W. Harris Director August 8, 1996
- ----------------------
King W.W. Harris
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Cylink Corporation, 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 Sunnyvale, California, on
August 8, 1996.
CYLINK CORPORATION
By /s/ John H. Daws
------------------------------
John H. Daws
Chief Financial Officer
II-6
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Document Numbered Page
- ------ -------- -------------
4.1 Amended and Restated Articles of Incorporation of the -
Registrant (incorporated by reference to Exhibit 3.1
and 3.2 to the Registrant's Registration Statement on
Form S-1 (Commission File No. 33-80719) which became
effective on February 15, 1996 (the "Registration
Statement on Form S-1")).
4.2 Amended and Restated Bylaws of the Registrant -
(incorporated by reference to Exhibit 3.3 to the
Registration Statement on Form S-1).
5.1 Opinion of Morrison & Foerster LLP. 9
23.1 Consent of Counsel (included in Exhibit 5.1). -
23.2 Consent of Price Waterhouse LLP (see page II-4). 5
24.1 Power of Attorney (see page II-5). 6
II-7
August 8, 1996
Cylink Corporation
910 Hermosa Court
Sunnyvale, CA 94086
Gentlemen:
At your request, we have examined the Registration Statement on
Form S-8 executed by you on August 8, 1996, and to be filed with the Securities
and Exchange Commission (the "SEC") in connection with the registration under
the Securities Act of 1933, as amended, of an aggregate of 1,385,266 of your
Common Stock, $.01 par value (the "Common Stock") issuable upon exercise of
options which have been and will be granted pursuant to the Amended and Restated
1994 Flexible Stock Incentive Plan (the "Plan").
As your counsel in connection with the Registration Statement, we
have examined the proceedings taken by you in connection with the adoption of
the Plan and the authorization of the issuance of the Common Shares or options
or warrants to purchase shares of Common Stock under the Plan (the "Plan
Shares") and such documents as we have deemed necessary to render this opinion.
Based upon the foregoing, it is our opinion that the Plan Shares,
when issued and outstanding pursuant to the terms of the Plan, will be validly
issued, fully paid and nonassessable shares of Common Stock.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Morrison & Foerster LLP
Exhibit 5.1
Page 9 of 9 Pages
