As filed with the Securities and Exchange Commission on September ___, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
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 and the
CYLINK/ARL 1997 NONQUALIFIED STOCK OPTION 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>
============================================================================================================================
CALCULATION OF REGISTRATION FEE
============================================================================================================================
<CAPTION>
Proposed maximum
Title of securities to Amount to be offering price per Proposed maximum aggregate Amount of
be registered registered share (1) offering price (1) registration fee
- ------------------------ --------------------- ----------------------- ------------------------------- =====================
<S> <C> <C> <C> <C>
Common Stock 2,410,000 $14.44 $34,800,400 $10,545.00
============================================================================================================================
<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
September 26, 1997.
</FN>
</TABLE>
Exhibit Index Located at Page 6
Page 1 of 7 Pages
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
In accordance with General Instruction E to Form S-8, the contents of
the Registrant's Registration Statement on Form S-8, Commission File No.
333-09797, including exhibits thereto, are hereby incorporated by reference into
this Registration Statement, except as the same may be modified by the
information set forth herein.
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>
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 24, 1997 which
appears in Cylink Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996. We also consent to the application of such report to the
Financial Statement Schedule for the three years ended December 31, 1996 listed
under Item 14(a)2 of the 1996 Annual Report on Form 10-K when such schedule is
read in conjunction with the financial statements referred to in our report. The
audits referred to in such report also included this schedule.
PRICE WATERHOUSE LLP
San Jose, California
September 29, 1997
II-3
<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
September 29, 1997.
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.
<TABLE>
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.
<CAPTION>
Signature Capacity Date
========= ======== ====
<S> <C> <C>
/s/ Fernand B. Sarrat President, Chief Executive September 29, 1997
- ------------------------ Officer and Director of the Board
Fernand B. Sarrat of Directors
(Principal Executive Officer)
/s/ John H. Daws Vice President and Chief September 29, 1997
- ------------------- Financial Officer
John H. Daws
(Principal Financial
and Accounting Officer)
/s/ Jimmy K. Omura Chief Technical Officer and September 29, 1997
- --------------------- Director of the Board of
Jimmy K. Omura Directors
II-4
<PAGE>
Signature Capacity Date
- --------- -------- ----
/s/ Leo A. Guthart Director, Chairman of the September 29, 1997
- -------------------- Board of Directors
Leo A. Guthart
/s/ James H. Simons Director September 29, 1997
- ---------------------
James H. Simons
/s/ Howard L. Morgan Director September 29, 1997
- ----------------------
Howard L. Morgan
/s/ Elwyn Berlekamp Director September 29, 1997
- ---------------------
Elwyn Berlekamp
/s/ William W. Harris Director September 29, 1997
- -----------------------
William W. Harris
/s/ King W.W. Harris Director September 29, 1997
- ----------------------
King W.W. Harris
/s/ William J. Perry Director September 29, 1997
- ----------------------
William J. Perry
</TABLE>
II-5
<PAGE>
<TABLE>
INDEX TO EXHIBITS
-----------------
<CAPTION>
Exhibit Sequentially
Number Document Numbered Page
====== ======== =============
<S> <C> <C>
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. 7
23.1 Consent of Counsel (included in Exhibit 5.1). -
23.2 Consent of Price Waterhouse LLP (see page II-4). 3
24.1 Power of Attorney (see page II-5). 4
</TABLE>
II-6
September 29, 1997
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 September 29, 1997, 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 2,410,000 shares 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 and the Cylink/ARL 1997 Nonqualified Stock
Option Plan (the "Plans").
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the adoption of the
Plans and the authorization of the issuance of the Common Stock or options or
warrants to purchase shares of Common Stock under the Plans (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 Plans, 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 6 of 7 Pages
