<PAGE>
As filed with the Securities and Exchange Commission on November 7, 2000
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________________
OPTICAL COMMUNICATION PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4344224
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
20961 Knapp Street
Chatsworth, California 91311
(Address of principal executive offices) (Zip Code)
OPTICAL COMMUNICATION PRODUCTS, INC. 2000 STOCK INCENTIVE PLAN
OPTICAL COMMUNICATION PRODUCTS, INC. EMPLOYEE STOCK PURCHASE PLAN
SPECIAL OPTION GRANTS TO MUOI VAN TRAN, MOHAMMAD GHORBANALI AND SUSIE L. NEMETI
(PURSUANT TO WRITTEN COMPENSATION AGREEMENTS)
(Full title of the Plan(s))
__________________________
Muoi Van Tran
Chief Executive Officer
OPTICAL COMMUNICATION PRODUCTS, INC.
20961 Knapp Street
Chatsworth, California 91311
(Name and address of agent for service)
(818) 701-0164
(Telephone Number, including area code, of agent for service)
__________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Registered (1) Offering Price per Share Aggregate Offering Price Registration Fee
------------------------------------- ----------------- ------------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
Optical Communication Products, Inc. 11,591,680 shares $ 18.50 (2) $214,446,080.00 (2) $56,613.77
------------------------------------
2000 Stock Incentive Plan
-------------------------
Class A Common Stock, $0.001 par value
Optical Communication Products, Inc. 300,000 shares $ 18.50 (2) $ 5,550,000.00 (2) $ 1,465.20
------------------------------------
Employee Stock Purchase Plan
----------------------------
Class A Common Stock, $0.001 par value
Special Option Grants Pursuant to
---------------------------------
Written Compensation Agreements
-------------------------------
Class A Common Stock, $0.001 par value
Muoi Van Tran 3,301,200 shares $0.00025 (3) $ 825.30 (3) $ 0.22
Mohammad Ghorbanali 2,163,880 shares $0.00025 (3) $ 540.97 (3) $ 0.14
</TABLE>
<PAGE>
Special Option Grants Pursuant to
---------------------------------
Written Compensation Agreements
-------------------------------
Class A Common Stock, $0.001 par value
<TABLE>
<S> <C> <C> <C> <C>
Muoi Van Tran 1,330,200 shares $11.00 (3) $14,632,200.00 (3) $ 3,862.90
Mohammad Ghorbanali 1,088,360 shares $11.00 (3) $11,971,960.00 (3) $ 3,160.60
Susie L. Nemeti 883,120 shares $11.00 (3) $ 9,714,320.00 (3) $ 2,564.58
------------------- ---------------------------- --------------
20,658,440 shares $256,315,926.27 $67,667.41
=================== ============================ ==============
</TABLE>
(1) This Registration Statement shall also cover any additional shares of Class
A Common Stock which become issuable under the Optical Communication
Products, Inc. 2000 Stock Incentive Plan, Optical Communication Products,
Inc. Employee Stock Purchase Plan, and the special option grants to Muoi Van
Tran, Mohammad Ghorbanali and Susie L. Nemeti by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the Registrant's receipt of consideration which results in
an increase in the number of the outstanding shares of Registrant's Class A
Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling price per share of the Registrant's Class A Common Stock on
November 3, 2000, as reported by the Nasdaq National Market.
(3) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the exercise price of
each of the individual options.
2
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
---------------------------------------
Optical Communication Products, Inc. (the "Registrant") 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 with the Commission pursuant to
Rule 424(b) promulgated under the Securities Act of 1933, as
amended (the "1933 Act"), in connection with the Registrant's
Registration Statement No. 333-44862 in which there is set forth
the audited financial statements for the Registrant's fiscal year
ended September 30, 1999 and the nine months ended June 30, 2000;
(b) The Registrant's Registration Statement No. 000-31861 on Form 8-
A12G filed with the Commission on October 30, 2000 pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), in which there is described the terms, rights
and provisions applicable to the Registrant's outstanding Class A
Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 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 de-registers 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. Any statement contained in a
document incorporated or deemed to be 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 subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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 Registrant has included in its Certificate of Incorporation a
provision indicating that, to the extent permitted by Delaware General
Corporation Law, the Registrant's directors will not be personally liable to it
or its stockholders for monetary damages for breach of fiduciary duty as
directors, except for liability: (i) for any breach of the director's duty of
loyalty to it or its stockholders; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (iii)
under Section 174 of the General Corporation Law of the State of Delaware, which
relates to unlawful dividends; or (iv) for any transaction from which the
director derived an improper personal benefit.
The Registrant's bylaws provide for the indemnification of its
directors and executive officers to the fullest extent permitted by the Delaware
General Corporation Law. The Registrant may limit the extent of such
indemnification by individual contracts with its directors and executive
officers, but has not done so. The Registrant is not, however, required to
indemnify any director or executive officer in connection with any proceeding
initiated by that director or executive officer or any proceeding by that
director of executive officer against it or its directors,
II-1
<PAGE>
officers, employees or other agents unless (a) indemnification is expressly
required to be made by law, (b) the proceeding was authorized by the
Registrant's board of directors or (c) indemnification is provided by the
Registrant, in its sole discretion, pursuant to the powers vested under the
Delaware General Corporation Law. The Registrant is required to advance, prior
to the final disposition of any proceeding, promptly on request, all expenses
incurred by any director or executive officer in connection with that proceeding
on receipt of an undertaking by or on behalf of that director or executive
officer to repay those amounts if it should be determined ultimately that he or
she is not entitled to be indemnified under the Registrant's bylaws or
otherwise.
The Registrant has entered into indemnification agreements with
its directors and executive officers. These agreements contain provisions that
may require the Registrant to indemnify these directors and officers against
liabilities that may arise because of their status or service as directors or
officers, except for liabilities arising from willful misconduct of a culpable
nature, advance their expenses incurred as a result of any proceeding against
them as to which they could be indemnified, and obtain directors' and officers'
liability insurance if it is maintained for other directors or officers. These
agreements do not require the Registrant to indemnify its directors and officers
in situations where: (i) the remuneration paid to the director or executive
officer is determined by final judgment to be in violation of law; (ii) a
judgment is rendered against the director or executive officer for an accounting
of profits made from the purchase or sale of the Registrant's securities
pursuant to the provisions of Section 16(b) of the 1934 Act; (iii) the
director's or officer's conduct is adjudged to have been knowingly fraudulent or
deliberately dishonest, or constitutes willful misconduct; or (iv) a court
determines that indemnification under the circumstances is not lawful.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
Exhibit Number Exhibit
-------------- -------
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-31861 on
Form 8-A12G, together with any exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(b) to
this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Deloitte & Touche, Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Optical Communication Products, Inc. 2000 Stock Incentive
Plan.
99.2 Optical Communication Products, Inc. Employee Stock Purchase
Plan.
99.3 Optical Communication Products, Inc. Form of Written
Compensation Agreement (1993 Version).
99.4 Optical Communication Products, Inc. Form of Written
Compensation Agreement (2000 Version).
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 1933 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 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 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
II-2
<PAGE>
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; and (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 Registrant's 2000
Stock Incentive Plan, Employee Stock Purchase Plan, or special option grants
pursuant to written compensation agreements with Muoi Van Tran, Mohammad
Ghorbanali and Susie L. Nemeti.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this 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 or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Chatsworth, State of California on
this 2nd day of November, 2000.
Optical Communication Products, Inc.
By: /s/ Muoi Van Tran
------------------------------------
Muoi Van Tran
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Optical Communication
Products, Inc., a Delaware corporation, do hereby constitute and appoint Muoi
Van Tran, Chief Executive Officer and Susie L. Nemeti, Chief Financial Officer,
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 any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange 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 any one 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.
<TABLE>
<CAPTION>
Signature Title Date
------------------------------------ -------------------------------------------------- ----------------
<S> <C> <C>
/s/ Muoi Van Tran Chief Executive Officer, President and Director November 2, 2000
------------------------------------ (Principal Executive Officer)
Muoi Van Tran
/s/ Susie L. Nemeti Chief Financial Officer, Secretary, Vice President November 2, 2000
------------------------------------ of Finance and Administration, and Director
Susie L. Nemeti (Principal Financial and Accounting Officer)
</TABLE>
II-4
<PAGE>
Signature Title Date
----------------------------- ------------------- ----------------
/s/ Mohammad Ghorbanali Director November 2, 2000
-----------------------------
Mohammad Ghorbanali
/s/ Masato Sakamoto Director November 2, 2000
-----------------------------
Masato Sakamoto
/s/ Kunihiro Matsubara Director November 2, 2000
-----------------------------
Kunihiro Matsubara
/s/ Yoshihisa Okada Director November 2, 2000
-----------------------------
Yoshihisa Okada
/s/ Mitsuyoshi Shibata Director November 2, 2000
-----------------------------
Mitsuyoshi Shibata
II-5
