<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1997
REGISTRATION NO. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CORSAIR COMMUNICATIONS, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 77-0390406
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3408 HILLVIEW AVENUE
PALO ALTO, CALIFORNIA 94304
(Address of Principal Executive Office) (Zip Code)
______________________
1997 STOCK INCENTIVE PLAN
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
______________________
MARY ANN BYRNES
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CORSAIR COMMUNICATIONS, INC.
3408 HILLVIEW AVENUE
PALO ALTO, CA 94304
(415) 842-3300
(Name, address and telephone number, including area code, of agent for service)
______________________
Copies to:
JOHN A. DENNISTON, ESQ.
MICHAEL S. KAGNOFF, ESQ.
THOMAS E. HORNISH, ESQ.
BROBECK, PHLEGER & HARRISON LLP
550 West C Street, Suite 1300
San Diego, California 92101
(619) 234-1966
______________________
This Registration Statement shall become effective immediately
upon filing with the Securities and Exchange Commission
and sales of the registered securities will begin as soon
as reasonably practicable after such effective date.
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Title of Proposed maximum Proposed maximum
securities to Amount to be offering price aggregate Amount of
be registered registered per share offering price registration fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par 1,337,633 (1) $14.00 (2) $18,726,862 (2) $5,675
value per share (under 1997
Stock Incentive Plan)
Common Stock, $0.001 par 166,667 (1) $14.00 (2) $ 2,333,338 (2) $ 708
value per share (under 1997
Employee Stock Purchase Plan)
</TABLE>
- ---------------------
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the 1997 Stock Incentive Plan and the 1997
Employee Stock Purchase Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration which results in an increase in the number of the Company's
outstanding shares of Common Stock.
(2) Estimated solely for the purposes of computing the amount of registration
fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
Corsair Communications, Inc. (the "Registrant" or "Company") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):
(a) the Registrant's Prospectus filed June 4, 1997 with the Registrant's
Registration Statement No. 333-28519 on Form S-1, as amended, under the
Securities Act of 1933, as amended (the "Securities Act"), in which there
is set forth the Registrant's audited financial statements for the period
from December 5, 1994 (inception) to December 31, 1994 and for each of the
years in the two-year period ended December 31, 1996.
(b) the Registrant's Registration Statement on Form 8-A filed July 22, 1997,
with the Commission pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), in which there is described the
terms, rights and provisions applicable to the Registrant's outstanding
Common Stock.
All documents filed by Registrant pursuant to Section 13(a), 13(c), 14 or
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 hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a 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
--------------------------------------
The validity of the Common Stock offered hereby will be passed upon for
the Company by Brobeck, Phleger & Harrison LLP, San Diego, California. Certain
attorneys of such firm own a total of 5,436 shares of the Company's Common
Stock.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law permits
indemnification of officers and directors of the Company under certain
conditions and subject to certain limitations. Section 145 of the Delaware
General Corporation Law also provides that a corporation has the power to
purchase and maintain insurance on behalf of its officers and directors against
any liability asserted against such person and incurred by him or her in such
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
under the provisions of Section 145 of the Delaware General Corporation Law.
Article VII, Section (1) of the Restated Bylaws of the Company provides
that the Company shall indemnify its directors and executive officers to the
fullest extent not prohibited by the Delaware General Corporation Law. The
rights to indemnity thereunder continue as to a person who has ceased to be a
director, officer, employee or agent and inure to the benefit of the heirs,
executors and administrators of the person. In addition, expenses incurred by a
director or officer in defending any civil, criminal, administrative or
investigative action, suit or proceeding by reason of the fact that he or she is
or was a director or officer
II-1
<PAGE>
of the Company (or was serving at the Company's request as a director or officer
of another corporation), shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
Company as authorized by the relevant section of the Delaware General
Corporation Law.
As permitted by Section 102(b)(7) of the Delaware General Corporation
Law, Article 5, Section (A) of the Company's Amended and Restated Certificate of
Incorporation provides that a director of the Company shall not be personally
liable for monetary damages for breach of fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
acts or omissions that involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived any improper personal benefit.
The Company has entered into indemnification agreements with each of
its officers and directors. Generally, the indemnification agreements attempt to
provide the maximum protection permitted by Delaware law as it may be amended
from time to time. Under such additional indemnification provisions, however, an
individual will not receive indemnification for judgments, settlements or
expenses if he or she is found liable to the Company (except to the extent the
court determines he or she is fairly and reasonably entitled to indemnity for
expenses) for settlements not approved by the Company or for settlements and
expenses if the settlement is not approved by the court. The indemnification
agreements provide for the Company to advance to the individual any and all
reasonable expenses (including legal fees and expenses) incurred in
investigating or defending any such action, suit or proceeding. In order to
receive an advance of expenses, the individual must submit to the Company copies
of invoices presented to him or her for such expenses. Also, the individual must
repay such advances upon a final judicial decision that he or she is not
entitled to indemnification.
The Company intends to enter into additional indemnification agreements
with each of its officers and directors to effectuate these indemnity provisions
and to purchase directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
II-2
<PAGE>
Item 8. Exhibits
--------
Exhibit
Number Exhibit
- ------- -------
*4.1 Amended and Restated Certificate of Incorporation of the Company, as
amended (Exhibit 3.2).
*4.2 Restated Bylaws of the Company (Exhibit 3.4).
*4.3 Form of Certificate for Common Stock (Exhibit 4.1).
5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Brobeck, Phleger & Harrison LLP (contained in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick, LLP, Independent Accountants.
*99.1 1997 Stock Incentive Plan (Exhibit 10.42).
*99.2 1997 Stock Incentive Plan Form of Notice of Grant (Exhibit 10.43).
*99.3 1997 Stock Incentive Plan Form of Stock Option Agreement (Exhibit
10.44).
*99.4 1997 Employee Stock Purchase Plan (Exhibit 10.41).
____________________
* These exhibits were previously filed as part of, and are hereby incorporated
by reference to, the same numbered exhibit (except as otherwise noted) filed
with the Company's Registration Statement on Form S-1 (Commission No. 333-
28519) filed on June 4, 1997, as amended.
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 (i) to include any prospectus required by Section
10(a)(3) of the Securities Act, (ii) to reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement (notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement), and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; provided, however, that clauses
-------- -------
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference into this 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; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold upon 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 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
<PAGE>
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnity provisions incorporated by reference in
Item 6, or otherwise, the Registrant has been informed that in the opinion of
the 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
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certi fies 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 San Francisco, State of
California, on this 29th day of July, 1997.
CORSAIR COMMUNICATIONS, INC.
By /s/ Mary Ann Byrnes
------------------------------------------
MARY ANN BYRNES
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Corsair Communications,
Inc. a Delaware corporation, do hereby constitute and appoint Mary Ann Byrnes
and Kevin R. Compton, and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and either one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act, as amended, and any rules or regulations or
requirements of the Commission in connection with this Registration Statement.
Without limiting the generality of the foregoing power and authority, the powers
granted include the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or either of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Mary Ann Byrnes President, Chief Executive July 29, 1997
- ------------------------ Officer and Director (Principal
Mary Ann Byrnes Executive Officer)
/s/ Martin J. Silver Chief Financial Officer and July 29, 1997
- ------------------------ Secretary (Principal Financial
Martin J. Silver and Accounting Officer)
II-5
<PAGE>
/s/ Kevin R. Compton Chairman of the Board July 29, 1997
- ------------------------ and Director
Kevin R. Compton
/s/ Peter L.S. Currie Director July 29, 1997
- ------------------------
Peter L.S. Currie
/s/ David H. Ring Director July 29, 1997
- ------------------------
David H. Ring
/s/ Roland L. Robertson Director July 29, 1997
- -------------------------
Roland L. Robertson
/s/ Stephen M. Dow Director July 29, 1997
- -------------------------
Stephen M. Dow
II-6
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
- ------- -------
*4.1 Amended and Restated Certificate of Incorporation of the Company, as
amended (Exhibit 3.2).
*4.2 Restated Bylaws of the Company (Exhibit 3.4).
*4.3 Form of Certificate for Common Stock (Exhibit 4.1).
5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Brobeck, Phleger & Harrison LLP (contained in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick, LLP, Independent Accountants.
*99.1 1997 Stock Incentive Plan (Exhibit 10.42).
*99.2 1997 Stock Incentive Plan Form of Notice of Grant (Exhibit 10.43).
*99.3 1997 Stock Incentive Plan Form of Stock Option Agreement (Exhibit
10.44).
*99.4 1997 Employee Stock Purchase Plan (Exhibit 10.41).
____________________
* These exhibits were previously filed as part of, and are hereby incorporated
by reference to, the same numbered exhibit (except as otherwise noted) filed
with the Company's Registration Statement on Form S-1 (Commission No. 333-
28519) filed on June 4, 1997, as amended.
II-7
<PAGE>
Exhibit 5.1
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
July 29, 1997
Corsair Communications, Inc.
3408 Hillview Avenue
Palo Alto, CA 94304
Re: Corsair Communications, Inc. Registration Statement on Form S-8
---------------------------------------------------------------
for Offering of 1,504,300 Shares of Common Stock
------------------------------------------------
Ladies and Gentlemen:
In connection with the registration of 1,504,300 shares of the Common
Stock of Corsair Communications, Inc. (the "Company") under the Company's 1997
Stock Incentive Plan and 1997 Employee Stock Purchase Plan on Form S-8 (the
"Registration Statement") under the Securities Act, as amended, we advise you
that, in our opinion, if and when such shares have been issued and sold pursuant
to the provisions of the Company's 1997 Stock Incentive Plan or 1997 Employee
Stock Purchase Plan and in accordance with the Registration Statement, such
shares will be duly-authorized, validly-issued, fully-paid and non-assessable
shares of the Company's Common Stock.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to us in the
Registration Statement and any further amendments thereto. Subject to the
foregoing sentence, this opinion is given as of the date hereof solely for your
benefit and may not be relied upon, circulated, quoted or otherwise referred to
for any purpose without our prior written consent.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
-------------------------------------
BROBECK, PHLEGER & HARRISON LLP
<PAGE>
Exhibit 23.1
Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.1
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
Corsair Communications, Inc.
We consent to incorporation by reference in the registration statement dated
July 29, 1997 on Form S-8 of Corsair Communications, Inc. of our report dated
March 7, 1997, except as to Note 9 which is as of June 13, 1997, relating to
the balance sheets of Corsair Communications, Inc. as of December 31, 1995 and
1996, and the related statements of operations, stockholders' equity and cash
flows for the period from December 5, 1994 (inception) to December 31, 1994 and
for each of the years in the two-year period ended December 31, 1996, and the
related schedule, which reports appear in the registration statement on Form
S-1 (No. 333-28519) filed by Corsair Communications, Inc. under the Securities
Act of 1933.
KPMG Peat Marwick LLP
San Francisco, California
July 29, 1997
