<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1996.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FARALLON COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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CALIFORNIA (PRIOR TO 3661 94-3033136
REINCORPORATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
DELAWARE (AFTER CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
REINCORPORATION)
(STATE OR OTHER
JURISDICTION OF
INCORPORATION OR
ORGANIZATION)
2470 MARINER SQUARE LOOP
ALAMEDA, CALIFORNIA 94501
(510) 814-5100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ALAN B. LEFKOF
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FARALLON COMMUNICATIONS, INC.
2470 MARINER SQUARE LOOP
ALAMEDA, CALIFORNIA 94501
(510) 814-5100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
ROBERT V. GUNDERSON, JR., ESQ. JORGE DEL CALVO, ESQ.
STEVEN M. SPURLOCK, ESQ. JOHN E. WOOD, ESQ.
SHANNON SOQUI, ESQ. DAVINA K. KAILE, ESQ.
WILLIAM E. GROWNEY, JR., ESQ. PILLSBURY MADISON & SUTRO LLP
GUNDERSON DETTMER STOUGH 2700 SAND HILL ROAD
VILLENEUVE FRANKLIN & HACHIGIAN, LLP MENLO PARK, CA 94025
600 HANSEN WAY, SECOND FLOOR (415) 233-4500
PALO ALTO, CALIFORNIA 94304
(415) 843-0500 ---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE
TITLE OF EACH CLASS OF TO BE PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock $.001 par value............... 287,500 shares $16.00 $4,600,000 $1,587
</TABLE>
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(1)Includes 37,500 shares that the Underwriters have the option to purchase
solely to cover over-allotments, if any.
(2)Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(a).
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The information in the Registration Statement originally filed by Farallon
Communications, Inc. with the Securities and Exchange Commission on April 22,
1996 (File No. 333-3868) pursuant to the Securities Act of 1933, as amended,
is incorporated by reference into this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Alameda,
State of California, on this 12th day of June, 1996.
Farallon Communications, Inc.
/s/ Alan B. Lefkof
By: _____________________________________
Alan B. Lefkof
President and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Alan B. Lefkof President, Chief Executive Officer June 12, 1996
________________________________________ and Director (Principal Executive
Alan B. Lefkof Officer)
* James A. Clark Vice President and Chief Financial June 12, 1996
________________________________________ Officer (Principal Financial and
James A. Clark Accounting Officer)
* Reese M. Jones Chairman of the Board of Directors June 12, 1996
________________________________________
Reese M. Jones
* Bandel L. Carano Director June 12, 1996
________________________________________
Bandel L. Carano
* David F. Marquardt Director June 12, 1996
________________________________________
David F. Marquardt
* James R. Swartz Director June 12, 1996
________________________________________
James R. Swartz
</TABLE>
*By: /s/ Alan B. Lefkof
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Alan B. Lefkof
Attorney-in-Fact
II-4
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INDEX TO EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBITS PAGE
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<S> <C> <C>
5.1 Opinion of Gunderson Dettmer Stough Villenevue Franklin & Hachigian, LLP.
23.1 Consent of Counsel. Reference is made to Exhibit 5.1.....................
23.2 Consent of KPMG Peat Marwick LLP.........................................
24.1* Power of Attorney........................................................
</TABLE>
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*Incorporated by reference to Registration Statement on Form S-1 (File No.
333-3868).
<PAGE>
EXHIBIT 5.1
GUNDERSON DETTMER STOUGH
VILLENEUVE FRANKLIN & HACHIGIAN, LLP
ATTORNEYS AT LAW
June 12, 1996
Farallon Communications, Inc.
2470 Mariner Square Loop
Alameda, California 94501
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 (File No. 333-3868)
originally filed by Farallon Communications, Inc. (the "Company") with the
Securities and Exchange Commission on April 22, 1996, as thereafter amended or
supplemented (the "Registration Statement") and the Registration Statement on
Form S-1 filed by the Company pursuant to Rule 462(b), in connection with the
registration under the Securities Act of 1933, as amended, of up to 2,587,500
shares of the Company's Common Stock (the "Shares"). The Shares, which include
an over-allotment option granted by the Company to the underwriters to
purchase up to 337,500 additional shares of the Company's Common Stock, are to
be sold to the underwriters as described in the Registration Statement for
resale to the public. 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 the Shares, when issued and sold by the Company in the
manner described in the Registration Statement and in accordance with the
resolutions adopted by the Board of Directors of the Company, will be legally
and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement, and further consent to the use of our name wherever appearing in
said Registration Statement, including the prospectus constituting a part
thereof, and in any amendment or supplement thereto.
Very truly yours,
By: /s/ Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian,
LLP
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GUNDERSON DETTMER STOUGH
VILLENEUVE FRANKLIN & HACHIGIAN, LLP
600 HANSEN WAY, SECOND FLOOR, PALO ALTO, CALIFORNIA 94304
TEL: (415) 843-0500 FAX: (415) 843-0314
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EXHIBIT 23.2
REPORT ON SCHEDULE AND CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Farallon Communications, Inc. and subsidiary:
The audits referred to in our report dated November 20, 1995, included the
related financial statement schedule as of September 30, 1995, 1994 and 1993,
and for each of the years in the three-year period ended September 30, 1995,
included in the Registration Statement. This financial statement schedule is
the responsibility of the Company's management. Our responsibility is to
express an opinion on this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly in all material respects the information set forth therein.
We consent to the use of our reports included herein and to the reference to
our firm under the heading "Experts" in the Prospectus.
KPMG PEAT MARWICK LLP
San Francisco, California
June 12, 1996
