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As filed with the Securities and Exchange Commission on September 28, 1998
Registration No.
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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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LARSCOM INCORPORATED
(Exact name of Registrant as specified in its charter)
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Delaware 94-2362692
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1845 MCCANDLESS DRIVE
MILPITAS, CA 95035
(408) 941-4000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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STOCK INCENTIVE PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
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DEBORAH M. SOON
CHIEF EXECUTIVE OFFICER
LARSCOM INCORPORATED
1845 MCCANDLESS DRIVE
MILPITAS, CALIFORNIA 95035
(408) 941-4000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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COPY TO:
JEFFREY D. SAPER, ESQ.
HOWARD S. ZEPRUN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE (3)
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<S> <C> <C> <C> <C>
Class A Common Stock, $.01 par value,
per share
- Employee Stock Purchase Plan 375,000 $2.0454(1) $ 767,025(1) $ 226.27(1)
- Stock Incentive Plan 1,500,000 $2.4063(2) $3,609,450(2) $1,064.79(2)
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TOTAL 1,875,000 $4,376,475(2) $1,291.06
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(1) Estimated pursuant to Rule 457 of Regulation C solely for the purpose of
calculating the registration fee. The proposed maximum offering price per
share with respect to the additional 375,000 shares recently authorized and
reserved for issuance under the Employee Stock Purchase Plan has been
estimated to be 85% of the average of the high and low prices reported in
the Nasdaq National Market on September 21, 1998.
(2) Estimated pursuant to Rule 457 of Regulation C solely for the purpose of
calculating the registration fee. The proposed maximum offering price per
share with respect to the 1,500,000 shares authorized and reserved for
issuance under the Stock Incentive Plan has been estimated to be the
average of the high and low prices reported in the Nasdaq National Market
on September 21, 1998.
(3) Amount of Registration Fee was calculated pursuant to Section 6(b) of the
Securities Act of 1933, which states that the fee shall be "$295 per $1
million" of the maximum aggregate price at which such securities are
proposed to be offered. The Registration Fees are therefore calculated by
multiplying the aggregate offering or sales amount by 0.000295.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED 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 (the "SEC"):
(a) The Company's Annual Report on Form 10-K filed with the SEC for the
year ended December 31, 1997.
(b) The Company's Quarterly Reports on Form 10-Q filed with the SEC for
the three months ended March 31, 1998 and for the three months
ended June 30, 1998.
(c) The description of the Registrant's Common Stock to be offered hereby
is contained in the Registrant's Registration Statement on Form 8-A
filed with the SEC on November 21, 1996 pursuant to Section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act"), including
any amendment or report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act 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 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 Corporations 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 conditions for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article VI of the Company's Bylaws provides
for the indemnification of its directors, officers, employees and other agents
to the maximum extent permitted by Delaware General Corporation Law, and the
Company has entered into agreements with its officers, directors and certain key
employees implementing such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit Number
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the
legality of securities being registered
10.1 Employee Stock Purchase Plan, as amended, is contained in
the Registrant's Proxy Statement on Schedule 14A filed with
the SEC on April 27, 1998, pursuant to Section 14(a) of the
Exchange Act.
10.2 Stock Incentive Plan, as amended, is contained in the
Registrant's Proxy Statement on Schedule 14A filed with the
SEC on April 27, 1998, pursuant to Section 14(a) of the
Exchange Act.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Counsel (included in Exhibit 5.1)
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.
(4) 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.
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 Registrant's Bylaws, indemnification
agreements, 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 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
3
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appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Larscom Incorporated, a Delaware corporation, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on this
Registration Statement 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 Milpitas, State of California, on September 24, 1998.
LARSCOM INCORPORATED
By: /s/ Deborah M. Soon
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Deborah M. Soon
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below consulates and appoints Deborah M. Soon, jointly and severally,
his attorney-in-fact, each with the power of substitution, for him 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 the said attorney-in-fact, 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 by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Deborah M. Soon President, Chief Executive August 5, 1998
- ------------------------ Officer and Director (Chief
Deborah M. Soon Executive Officer)
/s/ Bruce D. Horn Vice President, Finance and August 5, 1998
- ------------------------ Chief Financial Officer
Bruce D. Horn (Chief Financial Officer and
Principal Accounting
Officer)
/s/ Paul E. Graf Director August 5, 1998
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Paul E. Graf
/s/ Donald G. Heitt Director August 5, 1998
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Donald G. Heitt
/s/ Harvey L. Poppel Director August 5, 1998
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Harvey L. Poppel
/s/ Joseph F. Smorada Director August 5, 1998
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Joseph F. Smorada
</TABLE>
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INDEX TO EXHIBITS
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Exhibit Number Description
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<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation
10.1 Employee Stock Purchase Plan, as amended
10.2 Stock Incentive Plan, as amended
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Wilson Sonsini Goodrich & Rosati,
Professional Corporation (Contained in
Exhibit 5.1)
</TABLE>
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EXHIBIT 5.1
September 18, 1998
Larscom Incorporated
1845 McCandless Drive
Milpitas, CA 95035
Re: Registration Statement on Form S-8
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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 September 21,
1998 (the "Registration Statement") in connection with the registration under
the Securities Act of 1933 of 1,500,000 additional shares of your Common
Stock under the Stock Incentive Plan, as amended, and 375,000 additional
shares of your Common Stock under the Employee Stock Purchase Plan, as
amended. Such shares of Common Stock are referred to herein as the "Shares,"
and such plans are referred to herein as the "Plans." 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 issuance and sale of the Shares pursuant to the Plans.
It is our opinion that, when issued and sold in the manner described in
the Plans and pursuant to the agreements which accompany each grant or
purchase under the Plans, the Shares 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 consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
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EXHIBIT 23.1
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 21, 1998, except for Note 10
which is as of March 25, 1998, appearing on page 27 of the Annual Report on
Form 10-K of Larscom Incorporated for the year ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
San Jose, California
September 24, 1998
