<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1997
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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DIGITAL LIGHTWAVE, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3663 95-4313013
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
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601 CLEVELAND STREET, FIFTH FLOOR
CLEARWATER, FLORIDA 34615
(813) 442-6677
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------
BETH A. MORRIS
VICE PRESIDENT, FINANCE
DIGITAL LIGHTWAVE, INC.
601 CLEVELAND STREET, FIFTH FLOOR
CLEARWATER, FLORIDA 34615
(813) 442-6677
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
<TABLE>
<S> <C>
JOHN J. HENTRICH, ESQ. JEFFREY M. STEIN, ESQ.
Baker & McKenzie King & Spalding
101 West Broadway 191 Peachtree Street, N.E.
San Diego, California 92101-3890 Atlanta, Georgia 30303-1763
(619) 235-7776 (404) 572-4600
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC
AS PROMPTLY AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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/ 333-09457
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. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE (2) PRICE (2) FEE
<S> <C> <C> <C> <C>
Common Stock, $.0001 par value.................... 115,000 shares(1) $12.00 $1,380,000 $419
</TABLE>
(1) Includes 15,000 shares that may be purchased by the Underwriters from the
Company to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(a) and (g).
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
In accordance with General Instruction V of Form S-1 and Rule 462(b)
promulgated under the Securities Act of 1933, as amended, this Registration
Statement incorporates by reference the contents of the Registration Statement
on Form S-1 (Registration No. 333-09457) filed by Digital Lightwave, Inc. with
the Securities and Exchange Commission. Such Registration Statement was declared
effective on February 5, 1997.
EXHIBITS
The following exhibits are filed herewith.
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<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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<C> <S>
5.1........ Opinion of Baker & McKenzie
23.1....... Consent of Baker & McKenzie (included in Exhibit 5.1)
23.2....... Consent of Coopers & Lybrand L.L.P.
99.1....... Consent of William Jefferson Marshall
99.2....... Consent of William F. Hamilton
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the
"Securities Act), the registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on the 5th day of February, 1997.
DIGITAL LIGHTWAVE, INC.
BY: /S/ BRYAN J. ZWAN
-----------------------------------------
Name: Bryan J. Zwan
TITLE: CHIEF EXECUTIVE OFFICER AND
PRESIDENT
In accordance with 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. Each person whose signature to this
Registration Statement appears below hereby appoints Bryan J. Zwan, Doug C.
Dohring and Beth Morris as his attorney-in-fact to sign on his behalf,
individually and in the capacities stated below, and to file any and all
amendments and post-effective amendments to this Registration Statement, which
amendment or amendments may make such changes and additions as such
attorney-in-fact may deem necessary or appropriate.
NAME TITLE DATE
- ------------------------------ --------------------------- -------------------
Chairman of the Board,
/s/ BRYAN J. ZWAN Chief Executive Officer,
- ------------------------------ President and Director February 5, 1997
Bryan J. Zwan (Principal Executive
Officer)
Chief Financial Officer,
/s/ BETH A. MORRIS* Secretary and Treasurer
- ------------------------------ (Principal Financial and February 5, 1997
Beth A. Morris* Accounting Officer)
/s/ DOUG C. DOHRING* Director
- ------------------------------ February 5, 1997
Doug C. Dohring*
/s/ SETH P. JOSEPH Senior Executive Vice
- ------------------------------ President and Director February 5, 1997
Seth P. Joseph
*By: /s/ BRYAN J. ZWAN
------------------------
Bryan J. Zwan,
ATTORNEY-IN-FACT
II-1
<PAGE>
EXHIBIT 5.1
February 5, 1997
Digital Lightwave, Inc.
601 Cleveland Street, Fifth Floor
Clearwater, Florida 34615
Ladies and Gentlemen:
We have acted as counsel to Digital Lightwave, Inc., a Delaware corporation
(the "Company"), in connection with its filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
of a Registration Statement on Form S-1, (the "Registration Statement"),
covering up to 100,000 shares of Common Stock, par value $.0001 per share, of
the Company (the "Common Stock") to be offered to the public and up to 15,000
additional shares of Common Stock subject to an over-allotment option granted to
the underwriters (collectively, the "Shares").
We have examined the originals, or photostatic or certified copies, or such
records of the Company, certificates of officers of the Company and of public
officials, and such other documents as we have deemed relevant and necessary as
the basis of the opinion set forth below. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as photostatic or certified copies and the authenticity of the originals
of such copies.
We express no opinion as to the applicability of, compliance with, or effect
of federal law or the law of any jurisdiction other than the General Corporation
Law of the State of Delaware.
Based upon our examination, we are of the opinion that (i) the Company is a
corporation duly organized and validly existing under the laws of the State of
Delaware with full corporate power and authority to issue the Shares, and (ii)
the Shares covered by the Registration Statement will, when sold as contemplated
by the Registration Statement, be legally issued, fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the prospectus forming a part of the Registration
Statement. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the Securities Act.
Very truly yours,
/s/ Baker & McKenzie
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-1 of our report dated October 21, 1996, except as to certain
information in Note 10 for which the date is December 5, 1996, on our audits of
the financial statements of Digital Lightwave, Inc.
/s/ Coopers & Lybrand L.L.P.
Tampa, Florida
February 5, 1997
<PAGE>
EXHIBIT 99.1
CONSENT OF PROPOSED DIRECTOR
I, William Jefferson Marshall, hereby consent to the use of my name in the
Registration Statement on Form S-1 (the "Registration Statement") of Digital
Lightwave, Inc., a Delaware corporation (the "Company"), filed on or about
February 5, 1997, as an individual who has been appointed and will serve as a
director of the Company upon the completion of the initial public offering
referenced in the Registration Statement.
New York, New York
February 5, 1997
/S/ WILLIAM JEFFERSON MARSHALL
-----------------------------------------
William Jefferson Marshall
<PAGE>
EXHIBIT 99.2
CONSENT OF PROPOSED DIRECTOR
I, William F. Hamilton, hereby consent to the use of my name in the
Registration Statement on Form S-1 (the "Registration Statement") of Digital
Lightwave, Inc., a Delaware corporation (the "Company"), filed on or about
February 5, 1997, as an individual who has been appointed and will serve as a
director of the Company upon the completion of the initial public offering
referenced in the Registration Statement.
Philadelphia, Pennsylvania
February 5, 1997
/s/ WILLIAM F. HAMILTON
-----------------------------------------
William F. Hamilton
