As filed with the Securities and Exchange Commission on July 13, 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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CYLINK CORPORATION
(Exact name of Registrant as specified in its charter)
California 95-3891600
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(State of Incorporation) (I.R.S. Employer Identification Number)
3131 Jay Street
Santa Clara, California 95054
(Address of Principal Executive Offices)
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2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
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Robert B. Fougner, Esq.
General Counsel and Secretary
Cylink Corporation
3131 Jay Street
Santa Clara, California 95054
(Name and address of agent for service)
(408)735-5800
(Telephone number, including area code, of agent for service)
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Copy to:
Howard S. Zeprun
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 Page Mill Road
Palo Alto, California 94304
Telephone: (650) 493-9300
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<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
=========================================== ======================= ====================== ====================== ==================
Amount Proposed Maximum Proposed Maximum
Title Securities to to be Offering Price Aggregate Offering Amount of
be Registered Registered Per Share (1) Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock to be issued under 200,000 $ 15.17 $ 3,034,000 $801.00
the 2000 Employee Stock Purchase Plan
------------------------------------------- ----------------------- ---------------------- ---------------------- ------------------
TOTAL: 200,000 $ 3,034,000 $801.00
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<FN>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, based on 85% of the average of the high
and low prices per share of the Common Stock as reported on The Nasdaq
National Market on July 13, 2000.
</FN>
</TABLE>
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<PAGE>
CYLINK CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1999, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as Amended (the "Exchange Act").
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, filed pursuant to Section 13(a) or 15(d) of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act on or after the date of this Registration
Statement and 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.
Item 6. Indemnification of Directors and Officers.
Section 204 of the General Corporation Law of the State of California
("California Law") authorizes a corporation to adopt a provision in its articles
of incorporation eliminating the personal liability of directors to corporations
and their shareholders for monetary damages for breach or alleged breach of
directors' "duty of care." Following a California corporation's adoption of such
a provision, its directors are not accountable to corporations and their
shareholders for monetary damages for conduct constituting negligence (or gross
negligence) in the exercise of their fiduciary duties; however, directors
continue to be subject to equitable remedies such as injunction or rescission.
Under California Law, a director also continues to be liable for (1) a breach of
his or her duty of loyalty; (2) acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law; (3) illegal payments of
dividends; and (4) approval of any transaction from which a director derives an
improper personal benefit. The adoption of such a provision in the articles of
incorporation also does not limit directors' liability for violations of the
federal securities laws.
II-2
<PAGE>
Section 317 of the California Law makes a provision for the indemnification of
officers, directors and other corporate agents in terms sufficiently broad to
indemnify such persons, under certain circumstances, for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). An amendment to Section 317 provides that the
indemnification provided by this section is not exclusive to the extent
additional rights are authorized in a corporation's articles of incorporation.
The Company has adopted provisions in its Amended Articles of Incorporation
which eliminate the liability of its directors for monetary damages and
authorize the Company to indemnify its officers, directors and other agents to
the fullest extent permitted by law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
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4.1 2000 Employee Stock Purchase Plan and form of agreements thereunder
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1)
24.1 Power of Attorney (see page II-5)
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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 Securities Act of 1933, as amended (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.
B. 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 (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.
II-3
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C. Insofar as 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 Securities and Exchange
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 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 and will be governed by the final adjudication of such issue.
II-4
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
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 Santa Clara, State of California, on July 13, 2000.
CYLINK Corporation
By: /s/ Roger A. Barnes
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Roger A. Barnes
Vice President of Finance and
Administration and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roger A. Barnes and Robert B. Fougner,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her 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 substitution or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on July 13, 2000 by the following persons in the
capacities indicated.
Signature Title
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/s/ William P. Crowell President, Chief Executive Officer and Director
---------------------------- (Principal Executive Officer)
William P. Crowell
/s/ Roger A. Barnes Vice President of Finance and
---------------------------- Administration and Chief Financial Officer
Roger A. Barnes (Principal Financial and Accounting Officer)
/s/ Leo A. Guthart Director, Chairman of the Board of Directors
----------------------------
Leo A. Guthart
/s/ James S. Simons Director
----------------------------
James S. Simons
/s/ Howard L. Morgan
---------------------------- Director
Howard L. Morgan
/s/ Elwyn Berlekamp
---------------------------- Director
Elwyn Berlekamp
/s/ William W. Harris
---------------------------- Director
William W. Harris
/s/ William J. Perry
---------------------------- Director
William J. Perry
/s/ Paul Gauvreau
---------------------------- Director
Paul Gavreau
/s/ Regis McKenna
---------------------------- Director
Regis McKenna
II-5
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INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 2000 Employee Stock Purchase Plan and form of agreements
thereunder
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1)
24.1 Power of Attorney (see page II-5)
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