HI/FN INC
S-8, 1998-12-15
SEMICONDUCTORS & RELATED DEVICES
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<PAGE>   1
       As filed with the Securities and Exchange Commission on December 15, 1998
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                   hi/fn, inc.
               (Exact name of issuer as specified in its charter)


        DELAWARE                                           33-0732700
(State of Incorporation)                       (IRS Employer Identification No.)

                              750 University Avenue
                           Los Gatos, California 95302
                    (Address of principal executive offices)

                           1996 EQUITY INCENTIVE PLAN
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                               Raymond J. Farnham
                             Chief Executive Officer
                              750 University Avenue
                           Los Gatos, California 95032
                     (Name and address of agent for service)

                                 (408) 399-3500
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                             Steven E. Bochner, Esq.
                        WILSON SONSINI GOODRICH & ROSATI
                               650 Page Mill Road
                        Palo Alto, California 94304-1050

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
==========================================================================================
                                                             PROPOSED                    
                                              AMOUNT TO      OFFERING         AMOUNT OF
            TITLE OF SECURITIES                  BE           PRICE          REGISTRATION
             TO BE REGISTERED                REGISTERED   PER SHARE(1)(2)        FEE
- ------------------------------------------------------------------------------------------
<S>                                          <C>           <C>                <C>
Common Stock, par value $0.001 per share
- -- Outstanding under 1996 Equity Incentive
Plan                                          2,092,638       $2.58            $1500.92
- -- Reserved under 1996 Equity
Incentive Plan                                  957,262       $1.02            $ 271.44
==========================================================================================
- -- Reserved under 1998 Employee Stock                                                   
Purchase Plan                                   400,000       $1.02            $ 113.42 
==========================================================================================
</TABLE>

(1) With respect to the outstanding but unexercised options to purchase Common
Stock under the 1996 Equity Incentive Plan, the computation of the proposed
offering price per share is based upon the weighted average exercise price per
share of approximately $2.58 as to 2,092,638 outstanding but unexercised options
to purchase Common Stock under the 1996 Equity Incentive Plan.

(2) With respect to the reserved Common Stock under the 1996 Equity Incentive
Plan and the 1998 Employee Stock Purchase Plan, the proposed offering price per
share is estimated in accordance with Rules 457(h) solely for the purpose of
calculating the registration fee based on the book value of the Company's Common
Stock on December 10, 1998.


<PAGE>   2
                                   hi/fn, inc.

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS 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 (hi/fn, inc. is sometimes referred to herein
as the "Company"):

        1.      The Company's Form 10 Registration Statement, filed on August 7,
1998, as amended by Amendment No. 1 filed on October 16, 1998, as amended by
Amendment No. 2 filed on November 19, 1998, and as amended by Amendment No. 3
filed on December 8, 1998 pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") containing audited financial 
statements for the Registrant's latest fiscal year are hereby incorporated by 
reference into this Registration Statement. A description of the Registrant's 
Common Stock which is contained in the Form 10, including any amendment or 
reports filed for the purpose of updating such description, is hereby 
incorporated by reference into this Registration Statement. Any statement 
contained in a document incorporated by reference herein shall be deemed to be 
modified or superseded for purposes of this Registration Statement to the 
extent that a statement contained herein or in any other subsequently filed 
document which also is or is deemed to be incorporated by reference herein 
modifies or supersedes such statement. Any statement so modified or superseded 
shall not be deemed, except as so modified or superseded, to constitute a part 
of this Registration Statement.

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act on or 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 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.


        The Company's Certificate of Incorporation and Bylaws provide for the
indemnification of present and former directors, officers, employees and agents
of the Company and persons serving as directors, employees or agents of another
corporation or entity at the request of the Company (each, an "Indemnified
Party") to the fullest extent permitted by the Delaware General Corporation Law
("DGCL"). Indemnified Parties are specifically indemnified in the Company Bylaws
(the "Indemnification Provisions") for expenses, including attorneys' fees,
court costs, witness fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by an Indemnified Party in connection with a
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that he is or
was a director or officer of the Company or is or was serving as a director,
officer, employee or agent of another corporation or entity at the request of
the Company. Such Indemnified Party must have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the subject corporation and, with respect to any criminal action or proceeding,
must have had no reasonable cause to believe his conduct was unlawful.

        The Indemnification Provisions and provisions for advancing expenses in
the Company Bylaws are expressly not exclusive of any other rights of
indemnification or advancement of expenses pursuant to any agreement, vote or
the stockholders or disinterested directors or pursuant to judicial direction.
The Company is authorized to 


<PAGE>   3
purchase insurance on behalf of an Indemnified Party for liabilities incurred,
whether or not the Company would have the power or obligation to indemnify him
pursuant to the Company Certificate, the Company Bylaws or the DGCL.

        In addition, the Company has entered, or will enter, into
indemnification agreements with each of its directors and executive officers
pursuant to which such persons are indemnified for costs and expenses actually
and reasonably incurred by such persons in connection with a threatened, pending
or completed claim arising out of service as a director, officer, employee,
trustee and/or agent of the Company or another entity at the request of the
Company.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

       EXHIBIT                                                   
       NUMBER                           DESCRIPTION
       -------                          -----------

        4.1*    Form of Amended and Restated Certificate of Incorporation of
                Company to be filed upon the Distribution of the Company's
                Common Stock held by Stac, Inc.

        4.2*    Form of Amended and Restated Bylaws of Company to be filed upon
                the Distribution of the Company's Common Stock held by Stac,
                Inc.

        4.3*    1996 Equity Incentive Plan, as amended

        4.4*    1998 Employee Stock Purchase Plan

        5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation, as to legality of securities being offered

        23.1    Consent of PricewaterhouseCoopers LLP, Independent Accountants

        23.2    Consent of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation (included in Exhibit 5.1)

        24.1    Powers of Attorney (see page 5)
        ------------

        (*)Incorporated by reference to the Company's Registration Statement on
        Form 10, as amended (File No. 0-24765).

ITEM 9. UNDERTAKINGS

        (a)     The undersigned Company 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 of 1933, as amended (the "1933 Act"); 

                        (ii)    To reflect in the prospectus any facts or events
arising after the effective date of the 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 the
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 end 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 a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement. 


                                      -2-
<PAGE>   4
                        (iii)   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.

        Provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commissioner by the Company pursuant to Section 13 or Section 15(d) of the
1934 Act that are incorporated by reference in this registration statement. 

                (2)     That, for the purpose of determining any liability under
the 1933 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 Company hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 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.

        (c)     Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 of the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 1933 Act and will be governed by the final
adjudication of such issue.


                                      -3-
<PAGE>   5
                                   SIGNATURES


        Pursuant to the requirements of the 1933 Act, as amended, the Company,
hi/fn, inc., a corporation organized and existing under the laws of the State of
Delaware, 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 Los Gatos, State of California, on this 11th day of
December, 1998.



                                       hi/fn, inc.





                                       By: /s/ RAYMOND J. FARNHAM
                                           ----------------------------------
                                           Raymond J. Farnham
                                           President, Chief Executive Officer
                                           and Director



                                      -4-
<PAGE>   6
                                POWER OF ATTORNEY


        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Raymond J. Farnham and William R. Walker,
jointly and severally, his attorneys-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 each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

        Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.


<TABLE>
<CAPTION>
               SIGNATURE                                TITLE                         DATE
               ---------                                -----                         ----
<S>                                      <C>                                   <C>


 /s/RAYMOND J. FARNHAM                   President, Chief Executive Officer    December 11, 1998
- ---------------------------------------- and  Director                         
Raymond J. Farnham                       


 /s/WILLIAM R. WALKER                    Vice President, Finance, Chief        December 11, 1998
- ---------------------------------------- Financial Officer and Secretary      
William R. Walker                        


 /s/DOUGLAS L. WHITING                   Director                               December 11, 1998
- ---------------------------------------- 
Douglas L. Whiting                       


 /s/ROBERT W. JOHNSON                    Director                               December 11, 1998
- ----------------------------------------
Robert W. Johnson                              
</TABLE>


                                      -5-
<PAGE>   7
                                      INDEX TO EXHIBITS


<TABLE>
<CAPTION>
  EXHIBIT                                                                       
  NUMBER                                 DESCRIPTION                               
  ------                                 -----------                               
<S>           <C>                                                               

5.1           Opinion of Counsel as to legality of securities being registered
23.1          Consent of Independent Accountants
23.2          Consent of Counsel (contained in Exhibit 5.1)
24.1          Power of Attorney (see Page 5)
</TABLE>


                                      -6-

<PAGE>   1
                                                                     EXHIBIT 5.1

                                      December 14, 1998




hi/fn, inc.
750 University Avenue
Los Gatos, California  95302

        Re:    Registration Statement on Form S-8

Ladies and Gentlemen:


        We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by hi/fn, inc., a Delaware corporation
(the "Registrant" or "you"), with the Securities and Exchange Commission on or
about December 14, 1998, in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 3,449,900 shares of your
Common Stock, $.001 par value (the "Shares"), outstanding or reserved for
issuance pursuant to the 1996 Equity Incentive Plan and 1998 Employee Stock
Purchase Plan (the "Plans"). As your legal counsel, we have reviewed the actions
proposed to be taken by you in connection with the proposed sale and issuance of
the Shares by the Registrant under the Plans. We assume that the consideration
received by you in connection with each issuance of Shares will include an
amount in the form of cash, services rendered or property that exceeds the
greater of (i) the aggregate par value of such Shares or (ii) the portion of
such consideration determined by the Registrant's Board of Directors to be
"capital" for the purposes of the Delaware General Corporation law.


        It is our opinion that, upon completion of the proceedings being taken,
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares pursuant to the Registration Statement and the Plans, including the
proceedings being taken in order to permit such transaction to be carried out in
accordance with applicable state securities laws, the Shares, when issued and
sold in the manner described in the Registration Statement and in accordance
with the resolutions adopted by the Board of Directors of the Registrant, will
be legally and validly issued, fully paid and unassessable.

        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,

                                       WILSON SONSINI GOODRICH & ROSATI
                                       Professional Corporation



<PAGE>   1
                                                                    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 October 23, 1998, appearing on page
F-1 of hi/fn, inc.'s Registration Statement on Form 10 (File No. 0-24765).

                                            PRICEWATERHOUSECOOPERS LLP


San Diego, California
December 14, 1998




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