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As filed with the Securities and Exchange Commission on January 26, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CARRIER ACCESS CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware 3661 84-1208770
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
- --------------------------------------------------------------------------------------------------------------
5395 Pearl Parkway
Boulder, CO 80301
(303) 442-5455
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(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
1998 STOCK INCENTIVE PLAN
(Full title of the Plan)
Roger L. Koenig
President and Chief Executive
Officer
Carrier Access Corporation
5395 Pearl Parkway
Boulder, CO 80301
(303) 442-5455
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
JAMES N. STRAWBRIDGE, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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, check the following box. [x]
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount Proposed Proposed Amount of
Securities to be Registered to be Maximum Maximum Registration
Registered Offering Aggregate Fee
(Shares) Price Offering Price
Per Share
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1998 Stock Incentive Plan
Common Stock, $0.001 par value 1,788,840 $6.02 $10,768,816.80 $2,993.73
(currently outstanding options) (1).
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1998 Stock Incentive Plan
Common Stock, $0.001 par value 1,785,253 $33.50 $59,805,975.50 $16,626.06
(options available for future
grant) (2).........................
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Total shares registered
3,574,093 $70,574,792.30 $19,619.79
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(1) In accordance with Rule 457(h), the computation is based upon the weighted
average exercise price per share of $6.02 as to 1,788,840 outstanding but
unexercised options to purchase Common Stock under the 1998 Stock Incentive
Plan (the "currently outstanding options").
(2) In accordance with Rule 457(h), the Proposed Maximum Offering Price Per
Share as to the remaining 1,785,253 shares of Common Stock authorized for
issuance pursuant to the 1998 Stock Incentive Plan has been estimated in
accordance with Rule 457(c) under the Securities Act of 1933, solely for
the purpose of calculating the registration fee. No options have been
granted with respect to such shares. The computation is based upon the
average of the high and low price of the Common Stock as reported on the
Nasdaq National Market on January 21, 1999 because the price at which the
options to be granted in the future may be exercised is not currently
determinable.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
-------------------------------------
The following documents and information previously filed with the Securities
and Exchange Commission are hereby incorporated by reference:
(a) The Registrant's Prospectus, dated July 30, 1998, filed pursuant to Rule
424(b)(4) under the Securities Act of 1933 on July 31, 1998.
(b) The Registrant's Form 10-Q for the quarter ended September 30, 1998,
filed pursuant to Section 13(a) of the Securities Exchange Act of 1934
(the "Exchange Act").
(c) The description of the Regisistrant's Common Stock contained in the
Registration Statement on Form 8-A filed on July 7, 1998 pursuant to
Section 12(g) of the Exchange Act.
(d) All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the filing 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 the 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 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article V of the Company's Bylaws provides
for mandatory indemnification of its directors and officers and permissible
indemnification of employees and other agents to the maximum extent permitted by
the Delaware General Corporation Law. The Company's Certificate of Incorporation
provides that, subject to Delaware law, its directors shall not be personally
liable for monetary damages for breach of the directors' fiduciary duty as
directors to the Company and its stockholders. This provision in the Certificate
of Incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Company or its stockholders for acts or
omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Company has entered
into indemnification agreements with its officers and directors, a form of which
was previously
II-1
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filed with the Securities and Exchange Commission as an Exhibit to the
Registrant's Registration Statement on Form S-1 (No. 333-53947). The
indemnification agreements provide the Company's officers and directors with
further indemnification to the maximum extent permitted by the Delaware General
Corporation Law.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into, this Registration Statement. (See
Exhibit Index below).
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, 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 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 an initial bona fide offering thereof.
(c) 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 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 Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Boulder, State of Colorado, on January 26, 1999.
CARRIER ACCESS CORPORATION
By: /s/ Nancy G. Pierce
-----------------------
Nancy G. Pierce
Vice President - Finance and
Administration, Chief Financial
Officer, Treasurer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roger L. Koenig and Nancy G. Pierce, 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 or her substitute or substitutes, may 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 below by the following persons on the 26th day of
January 1999 in the capacities indicated.
Signature Title
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/s/ Roger L. Koenig
- -------------------------- President, Chief Executive
Roger L. Koenig Officer (Principal Executive
Officer) and Chairman of the Board
of Directors
/s/ Nancy G. Pierce
- -------------------------- Vice President Finance and
Nancy G. Pierce Administrative, Chief
Financial Officer, Treasurer
(Principal Financial and
Accounting Officer) Secretary
and Director
/s/ Douglas Carlisle
- --------------------------- Director
Douglas Carlisle
/s/ Joseph Graziano
- --------------------------- Director
Joseph Graziano
/s/ Ryal Poppa
- --------------------------- Director
Ryal Poppa
/s/ John W. Barnett Jr.
- --------------------------- Director
John W. Barnett Jr.
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INDEX TO EXHIBITS
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Exhibit Number Exhibit Document
4.1* Certificate of Incorporation of Registrant
4.2* Bylaws of Registrant
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to the legality of securities being registered
(Counsel to the Registrant)
23.1 Consent of KPMG LLP (Independent Auditors)
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-3)
99.1* 1998 Stock Incentive Plan
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* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 333-53947), effective July 30, 1998.
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[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
Exhibit 5.1
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January 26, 1999
Carrier Access Corporation
5395 Pearl Parkway
Boulder, CO 80301
(303) 442-5455
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about January 26, 1999
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 3,574,093 shares of your Common Stock,
par value $0.001 per share (the "Shares"), to be issued pursuant to the 1998
Stock Incentive Plan (the "Plan"). As your legal counsel, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken
by you in connection with the issuance and sale of the Shares pursuant to the
Plan.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plan and pursuant to the agreement that accompanies each grant
under the Plan, will be legally and validly issued, fully-paid and non-
assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
-----------------------------------------
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Carrier Access Corporation:
We consent to the incorporation by reference in the registration
statement on Form S-8 of Carrier Access Corporation, of our reports, dated
February 16, 1998, except as to note 1(k) which is as of May 28, 1998,
relating to the balance sheets of Carrier Access Corporation as of December
31, 1997 and 1996, and the related consolidated statements of operations,
stockholders' equity (deficit) and cash flows for each of the years in the
three-year period ended December 31, 1997, and the related financial
statement schedule, which reports appear in the registration statement
(No. 333-53947) on Form S-1 of Carrier Access Corporation.
/s/ KPMG LLP
Denver, Colorado
January 25, 1999
