<PAGE> 1
As filed with the Securities and Exchange Commission on July 31, 1995.
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
DSC COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 54-1025763
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1000 COIT ROAD 75075
PLANO, TEXAS (Zip Code)
(Address of principal executive offices)
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN OF
DSC COMMUNICATIONS CORPORATION
(Full title of the plan)
GEORGE B. BRUNT
DSC COMMUNICATIONS CORPORATION
1000 COIT ROAD
PLANO, TEXAS 75075
(214) 519-3000
(Name, address, and telephone number,
including area code, of agent for service)
with a copy to:
DANIEL W. RABUN
BAKER & MCKENZIE
2001 ROSS AVENUE, SUITE 4500
DALLAS, TEXAS 75201
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered (1) registered share(2) price (2) registration fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value 750,000 Shares $52.25 $39,187,500 $13,513
- ----------------------------------------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights(3) 750,000 Rights N/A N/A N/A
======================================================================================================================
</TABLE>
(1) Shares of common stock of DSC Communications Corporation (the
"Company"), $.01 par value per share (the "Common Stock"), being
registered hereby relate to the International Employee Stock Purchase
Plan of DSC Communications Corporation (the "International Plan").
Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), there are also being registered such
additional shares of Common Stock as may become issuable pursuant to
the anti-dilution provisions of the International Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) promulgated under the Securities Act
on the basis of the average of the high and low sale prices of the
Common Stock on July 24, 1995, as reported on the Nasdaq Stock Market.
(3) In accordance with rule 457(g),no additional registration fee is
required in respect of Preferred Stock Purchase Rights.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a), (b) and (c) below are hereby incorporated
by reference into this Registration Statement. All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
the Registration Statement which indicates that all shares of common stock,
$.01 par value per share (the "Common Stock"), offered hereunder have been sold
or which deregisters all shares then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
filing of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.
(c) The description of the Common Stock contained in the Company's
Form 8-A filed on May 21, 1986 for registration of the Common Stock pursuant to
Section 12(g) of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's bylaws require that directors and officers be
indemnified to the maximum extent permitted by law. The Company's Restated
Certificate of Incorporation includes a provision eliminating, to the fullest
extent permitted by Delaware law, director liability for monetary damages for
breaches of fiduciary duty.
Section 145 of the General Corporation Law of the State of Delaware
provides that a director or officer of a corporation (i) shall be indemnified
by the corporation for all expenses of litigation or other legal proceedings
brought against such person by reason of the fact that such person is or was a
director or an officer of the corporation when he is successful on the merits,
(ii) may be indemnified by the corporation for the expenses, judgments, fines,
and amounts paid in settlement of such litigation (other than a derivative
suit) even if he is not successful on the merits if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation (and, in the case of a criminal proceeding, had no
reason to believe his conduct was unlawful), and (iii) may be indemnified by
the corporation for expenses of a derivative suit (a suit by a stockholder
alleging a breach by a director or officer of a duty owed to the corporation),
even if he is not successful on the merits, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, provided that no such indemnification may be made in
accordance with this clause (iii) if the director or officer is adjudged liable
to the corporation, unless a court determines that, despite such adjudication
but in view of all circumstances, he is fairly and reasonably entitled to
indemnification of such expenses. The indemnification described in clauses
(ii) and (iii) above shall be made only upon order by a court or a
determination by (a) a majority of a quorum of disinterested directors, (b)
independent legal counsel in a written opinion if such quorum cannot be
obtained or even if obtainable and a quorum of disinterested directors so
directs, or (c) the stockholders, that indemnification is proper because the
applicable standard of conduct is met. Expenses incurred by a director or
officer in defending an action may be advanced by the corporation prior to the
final disposition of such action upon receipt of an undertaking by such
director or officer to repay such expenses if it is ultimately determined that
he is not entitled to be indemnified in connection with the proceeding to which
the expenses relate.
The Company has purchased and currently has in force directors' and
officers' liability insurance policies which cover certain liabilities of
directors and officers arising out of claims based on certain acts or omissions
by them in their capacity as directors or officers. The Company has entered
into indemnification agreements with each of its directors and executive
officers and with two of its officers who are not executive officers. Each of
these agreements, among other things, contractually obligates the Company to,
under certain circumstances, indemnify the officer or director against certain
expenses and liabilities arising out of legal proceedings which may be brought
against such officer or director by reason of his status or service as a
director or officer. In addition, in a related trust agreement
II-1
<PAGE> 3
(the "Trust Agreement"), the Company has provided $1 million to be held in
trust by a third-party trustee to be used to satisfy the Company's obligations
pursuant to the indemnification agreements which have been executed and any
similar agreements which may be executed in the future. The Trust Agreement
further provides that the Company's Board of Directors may, in its discretion,
provide up to an additional $1 million to the trustee.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following are filed as exhibits to this Registration Statement:
Exhibit No. Description
4.1 Rights Agreement, dated as of May 12, 1986, between
the Company and the Chase Manhattan Bank, N.A., as
Rights Agent (incorporated by reference from the
Company's Registration Statement on Form 8-A, dated
May 21, 1986, as amended by Amendment No. 1 on Form
8, dated July 28, 1989, and Amendment No. 2 on Form
8, dated May 28, 1991, each as filed with the
Securities and Exchange Commission pursuant to
Section 12(g) of the Exchange Act).
4.2 Form of Letter to the Company's Stockholders, dated
May 22, 1986, related to the adoption of the Rights
Agreement described in Exhibit 4.1 (incorporated by
reference from the Company's Registration Statement
on Form 8-A, dated May 21, 1986, as amended by
Amendment No. 1, on Form 8, dated July 28, 1989, and
Amendment No. 2 on Form 8, dated May 28, 1991, each
as filed with the Securities and Exchange Commission
pursuant to Section 12(g) of the Exchange Act).
*4.3 International Employee Stock Purchase Plan of DSC
Communications Corporation
*5 Opinion of Baker & McKenzie
23.1 Consent of Baker & McKenzie (See Exhibit 5)
*23.2 Consent of Ernst & Young, LLP
24 Power of Attorney (included on the signature page of
the Registration Statement)
- -----------------
* filed herewith
II-2
<PAGE> 4
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 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;
(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
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs 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 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, 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 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-3
<PAGE> 5
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 Plano, State of Texas, on July 31, 1995.
DSC COMMUNICATIONS CORPORATION
By:/s/ James L. Donald
--------------------------------------
James L. Donald
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes James L.
Donald or Gerald F. Montry to file one or more amendments (including
post-effective amendments) to this registration statement, which amendments may
make such changes in this registration statement as each of them deems
appropriate, and each such person hereby appoints James L. Donald or Gerald F.
Montry as attorney-in-fact to execute in the name and on behalf of the Company
and any such person, individually and in each capacity stated below, any such
amendments to this registration statement.
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>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ James L. Donald Chairman of the Board, President, July 31, 1995
--------------------------------- Chief Executive Officer, and
James L. Donald Director (Principal Executive
Officer)
/s/ Gerald F. Montry Senior Vice President, Chief July 31, 1995
--------------------------------- Financial Officer and Director
Gerald F. Montry (Principal Financial Officer)
/s/ Kenneth R. Vines Vice President, Finance (Principal July 31, 1995
--------------------------------- Accounting Officer)
Kenneth R. Vines
/s/ Clement M. Brown, Jr. Director July 31, 1995
---------------------------------
Clement M. Brown, Jr.
/s/ Frank J. Cummiskey Director July 31, 1995
---------------------------------
Frank J. Cummiskey
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Sir John Fairclough Director July 31, 1995
---------------------------------
Sir John Fairclough
/s/ Raymond J. Dempsey Director July 31, 1995
---------------------------------
Raymond J. Dempsey
/s/ James L. Fischer Director July 31, 1995
---------------------------------
James L. Fischer
/s/ Robert S. Folsom Director July 31, 1995
---------------------------------
Robert S. Folsom
/s/ James M. Nolan Director July 31, 1995
---------------------------------
James M. Nolan
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C>
4.3 International Employee Stock Purchase Plan of DSC Communications
Corporation
5 Opinion of Baker & McKenzie
23.1 Consent of Baker & McKenzie (See Exhibit 5)
23.2 Consent of Ernst & Young, LLP
24 Power of Attorney (included on the signature page of the Registration
Statement)
</TABLE>
<PAGE> 1
EXHIBIT 4.3
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
OF
DSC COMMUNICATIONS CORPORATION
ARTICLE I
PURPOSE
SECTION 1.1 This Employee Stock Purchase Plan ("Plan") is intended to
encourage certain employees of DSC Communications Corporation ("Corporation")
and its affiliates to remain in the employ of the Corporation or its affiliates
and to acquire a proprietary interest in the Corporation through the purchase
of Common Stock of the Corporation. It is intended that this Plan shall not
constitute an "Employee Stock Purchase Plan" within the meaning of Section 423
of the Internal Revenue Code of the United States of America and the benefits
of Section 423 shall not be available to persons covered by the Plan. Pursuant
to the Plan, employees of the Corporation and its affiliates will be able to
purchase Common Stock of the Corporation, at a price determined by the
Committee, which may be less than the fair market value on the date of
purchase, from funds accumulated in a manner determined by the Committee, such
as through payroll deductions within a specified period from the effective date
of Offering under the Plan. Common Stock certificates will be issued after the
final Expiration Date of each such Offering.
ARTICLE II
DEFINITIONS
SECTION 2.1 The following words and phrases shall have the meanings
indicated for the purposes of the Plan unless the context clearly indicates
otherwise:
(a) "Affiliate" -- Any person or entity directly or
indirectly, through one or more intermediaries, controlling,
controlled by, or under common control with the Corporation.
(b) "Board" or "Board of Directors" -- The Board of
Directors of DSC Communications Corporation.
(c) "Committee" -- The Compensation Committee provided
for in Article III.
(d) "Corporation" -- DSC Communications Corporation.
(e) "Employee" -- Any employee of the Corporation or an
Affiliate who is eligible to participate in the Plan, as determined by
the Committee.
(f) "Expiration Date" -- The last day on which payroll
deductions or payments in such other manner specified by the Committee
may be made for the purpose of purchasing Stock pursuant to the terms
of any Offering.
(g) "Offering" -- Any Offering made by the Corporation in
accordance with applicable laws and regulations and the terms and
conditions of the Plan permitting Employees to purchase Stock under
the Plan.
(h) "Option" -- The right and option of an Employee to
purchase Stock pursuant to an Offering.
(i) "Optionee" or "Participating Employee" -- An Employee
who makes an election to participate in the Plan pursuant to Section
6.2.
<PAGE> 2
(j) "Plan" -- The International Employee Stock Purchase
Plan of DSC Communications Corporation, as herein set forth, and as
amended from time to time pursuant to Section 14.1.
(k) "Shares" or "Stock" -- The Common Stock, $.01 par
value, of the Corporation.
(l) "Withdrawal Date" -- The date specified by the
Committee in each Offering which shall be the last day on which a
Participating Employee may elect to withdraw amounts paid by the
Participating Employee with respect to an Offering and, if applicable
at the discretion of the Committee, any credited interest and thereby
cancel his Option and withdraw from participation in the Offering.
Notwithstanding the foregoing, the Committee may specify more than one
Withdrawal Date with respect to an Offering such that withdrawal by
one Withdrawal Date shall have different consequences or be subject to
different conditions than withdrawal by another Withdrawal Date.
SECTION 2.2 The masculine gender shall include the feminine, and the
singular shall include the plural where appropriate.
ARTICLE III
ADMINISTRATION OF THE PLAN
SECTION 3.1 The Plan shall be administered by a Committee of at least
three (3) persons appointed by the Board. The Committee shall be known as the
Compensation Committee. Subject to the terms of the Plan, the Committee may
adopt such rules and forms under the Plan as it considers appropriate. At
least one member of the Committee shall be a member of the Board who may also
be an Employee, including a Participating Employee. Other members of the
Committee may or may not be members of the Board or Employees, including
Participating Employees. The membership of the Committee may be reduced,
changed or increased from time to time at the absolute discretion of the Board.
Any member of the Committee may resign at any time on not less than ten days
notice to the Chairman of the Board.
SECTION 3.2 The Committee shall select a Chairman from their number
and designate a Secretary, who need not be a member of the Committee and who
may be an Employee, including a Participating Employee, under the Plan. The
Secretary shall keep records of meetings of the Committee and of any actions
taken by the Committee. The decision of a majority of the members of the
Committee shall govern and control the exercise of the authority of the
Committee. The Committee shall meet at such time and place as the Chairman or,
in his absence, any member shall designate on at least three (3) days notice,
or on waiver of notice by all members. The Committee may also act by consent
of all of its members in writing without a meeting. The members of the
Committee shall serve without compensation, except that a member who is not an
Employee shall be entitled to such attendance fees and disbursements as are
ordinarily allowed by the Corporation for attending a Committee meeting.
SECTION 3.3 The Committee shall have full and exclusive power to
construe and interpret the Plan (subject to advice of the Corporation's General
Counsel with respect to any question of law), to determine and fix the terms of
Offerings and Options, subject to the requirements and provisions of the Plan,
and generally to determine any and all questions arising under the Plan.
ARTICLE IV
EMPLOYEES ELIGIBLE TO PURCHASE STOCK
SECTION 4.1 Only those employees of the Corporation or an Affiliate
that the Committee permit to participate in the Plan shall be eligible to
purchase Stock under the Plan. Such Employees shall be deemed to have been
granted an Option pursuant to the terms of such Offering.
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<PAGE> 3
ARTICLE V
STOCK
SECTION 5.1 The stock subject to Offerings shall be authorized but
unissued or reacquired Stock.
ARTICLE VI
OFFERINGS, GRANTING OF OPTIONS, AUTHORIZATION
OF PAYROLL DEDUCTIONS BY PARTICIPATING EMPLOYEES
SECTION 6.1 Offerings shall be made from time to time to all
employees who meet all of the standards of eligibility set forth in Article IV.
Offerings shall be prepared and authorized by the Committee. Every Employee on
the effective date of any Offering shall be deemed to have been granted an
Option pursuant to the terms of the Offering.
SECTION 6.2 Each Employee shall be entitled to become a Participating
Employee and to purchase Stock pursuant to the terms of an Offering by filing
an election to purchase Stock pursuant to that Offering, together with a
payroll deduction authorization with the personnel department of the
Corporation or an Affiliate or other specified recipient, as designated by the
Committee, on a form prescribed by the Committee within such time as may be
specified in the Offering, or if not by payroll deduction authorization, in a
manner as may be otherwise acceptable to the Committee. Payroll deductions
shall commence at such time as may be specified in such Offering, and end with
the last regular payroll period coinciding with or ending before the Expiration
Date or upon the termination of the employment of a Participating Employee by
the Corporation and Affiliates, whichever occurs first (or if not by payroll
deductions, in a manner as may be otherwise specified by the Committee and
shall commence and end as specified in such Offering).
ARTICLE VII
TERMS AND CONDITIONS OF OFFERINGS AND OPTIONS
SECTION 7.1 Employees shall have such rights and privileges as are
determined by the Committee, subject to the following:
(a) Number of Shares.
Each Offering shall specify the maximum number of Shares
available under such Offering and the method of determining the maximum number
of Shares which may be purchased by each Participating Employee.
(b) Option Price.
Each Offering shall state the price per share at which Stock may be
purchased. In no event, however, shall the price per share at which Stock may
be purchased pursuant to any Offering ever be less than the par value per share
of Stock.
(c) Method and Time of Payment.
Payment for shares of Stock purchased by any Participating Employee
pursuant to an Offering shall be effected in installments from funds
accumulated through payroll deductions from the salary or wages paid to him by
the Corporation or an Affiliate, or in any other manner determined by the
Committee. All such payroll deductions shall require the prior authorization
of the Participating Employee as provided in Section 6.2.
- 3 -
<PAGE> 4
(d) Term of Offering.
The term, Expiration Date and Withdrawal Date of each Offering shall
be specified in such Offering.
(e) Nontransferability of Options.
An Option shall not be transferable by the Employee to whom it has
been granted otherwise than by will or the laws of descent and distribution and
shall be exercisable, during his lifetime, only by him. However, in the
discretion of the Committee, the terms of any Offering may prohibit transfer
under any circumstances and provide for cancellation of the unexercised portion
of any Option upon the death of an Employee.
(f) Rights on Termination of Employment.
Subject to any specific limitations and rules prescribed by the
Committee in any Offering, in the event a Participating Employee ceases to be
an Employee for any reason (including retirement, disability or death), his
Plan participation shall cease, his Options shall be canceled and he shall
receive any balance in his Plan account (i.e., his contributions with respect
to the Offering period plus, if the Committee so determines, accrued interest)
in cash. In any Offering, the Committee may further provide that in case of
death of an Employee, all amounts in his Plan account (i.e., his contributions
with respect to the Offering period plus, if the Committee so determines,
accrued interest) shall be paid to the executor, administrator or other legal
representative of the Employee's estate.
(g) Requirements of Law and Other Provisions.
The issuance of any Stock hereunder is further conditioned upon the
registration of the Stock to be issued with the U.S. Securities and Exchange
Commission. In no event shall any Stock be issued hereunder prior to the
effective date of registration with the U.S. Securities and Exchange
Commission.
Each Offering shall contain such other provisions as the Committee
shall deem advisable, provided that no such provision may in any way conflict,
or be inconsistent, with the terms of the Plan as amended from time to time.
Notwithstanding any provision of the Plan to the contrary, in order to
foster and promote achievement of the purposes of the Plan or to comply with
provisions of laws in countries in which the Corporation or its Affiliates
operate or have employees, the Committee, in its sole discretion, shall have
the power and authority to take whatever actions it deems appropriate
including, but not limited to the following: (i) to propose and prepare
Offerings applicable only to eligible employees in a jurisdiction or certain
jurisdictions the terms and conditions of which do not comply with all of the
provisions of the Plan normally applicable to Offerings made pursuant to the
Plan or which are in addition to the terms and conditions required by the
provisions of the Plan, (ii) modify the terms and conditions of any Options
granted to Employees, and (iii) establish subplans, modified Option exercise
procedures and other terms and procedures to the extent such actions may be
necessary or advisable.
(h) If at any purchase date the Shares available under
the Plan are less than the number all Participating Employees would otherwise
be entitled to purchase on such date, purchases shall be reduced
proportionately to eliminate the deficit. Any funds that cannot be applied to
the purchase of Shares due to such a reduction shall be refunded as soon as
administratively feasible.
ARTICLE VIII
INTEREST, WITHDRAWAL OF FUNDS
SECTION 8.1 The Corporation or an Affiliate, as determined by the
Committee, shall maintain a bookkeeping account (i.e., Stock purchase account)
for each Participating Employee. The Committee may, but shall not be required
to, provide for the payment of interest by the Corporation or an Affiliate on
amounts credited to the Stock purchase account of any Participating Employee
and/or the crediting of such interest amounts to a Participating Employee's
Stock purchase account.
- 4 -
<PAGE> 5
SECTION 8.2 A Participating Employee may at any time prior to the
Withdrawal Date of the exercise of an Option thereunder, for any reason, elect
to withdraw all amounts credited to his Stock purchase account (including, if
applicable, interest credited thereon) and thereby cancel his Option and
withdraw from participation in any such Offering. Partial withdrawals shall
not be permitted. The Committee may require withdrawal requests to be on forms
supplied and to be timely received by the personnel department of the
Corporation or an Affiliate or any other specified recipient.
ARTICLE IX
RECAPITALIZATION OR REORGANIZATION AND STOCK DIVIDENDS
SECTION 9.1 If the Corporation shall be the surviving corporation in
any merger, consolidation, or reorganization, each outstanding Option shall
pertain to and apply to the securities to which a holder of the number of
Shares subject to the Option would have been entitled. In the event of a
dissolution or liquidation of the Corporation, or any merger, consolidation or
reorganization in which the Corporation is not the surviving corporation, the
Committee, at its election, may cause each outstanding Option to terminate;
provided, however, that each Optionee shall, in such event, subject to such
rules and limitations as the Committee may prescribe, be entitled to the rights
of terminating Employees provided in Section 7.1(f).
SECTION 9.2 The aggregate number of Shares which may be purchased by
the exercise of Options granted or which may be granted pursuant to the
provisions of the Plan and the number of Shares and the Option price per Share
covered by each outstanding Option shall be proportionately adjusted for any
increase or decrease in such Shares effected without the receipt of
consideration by the Corporation.
SECTION 9.3 The adjustments provided for in this Article shall be
made by the Committee, whose determination shall be final.
SECTION 9.4 Except as provided in this Article, no Optionee shall
have any rights by reason of any subdivision or consolidation of shares of
Stock of any class or the payment of any stock dividend or any other increase
or decrease in the number of shares of Stock of any class or by reason of any
dissolution, liquidation, merger or reorganization.
SECTION 9.5 The grant of an Option under the Plan shall not affect in
any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations, or changes of its capital or business
structure, or to merge, or to consolidate, or to dissolve, liquidate or sell,
or transfer all or any part of its business or assets.
ARTICLE X
RIGHTS AS A STOCKHOLDER
SECTION 10.1 No Optionee nor the transferee of any Option
shall have any right as a stockholder with respect to any Stock purchased
pursuant to any Offering until the issuance of a stock certificate for such
Shares. No adjustment shall be made for dividends (ordinary or extraordinary
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is
issued. Stock certificates shall be issued promptly after exercise of any
Option, subject to delays beyond the reasonable control of the Corporation such
as, but not limited to, completion of registration of said Stock with the U.S.
Securities and Exchange Commission or compliance with any applicable law, rule
or regulation.
- 5 -
<PAGE> 6
ARTICLE XI
TERM OF PLAN
SECTION 11.1 Offerings may be made from time to time prior to
December 31, 1999.
ARTICLE XII
NUMBER OF SHARES
SECTION 12.1 The aggregate number of shares that may be sold pursuant
to all Offerings shall not exceed 750,000 Shares, as adjusted pursuant to
Article IX.
ARTICLE XIII
INDEMNIFICATION OF COMMITTEE
SECTION 13.1 The members of the Committee shall be indemnified by the
Corporation against the reasonable expenses incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
thereof, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Offering or
Option, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by counsel selected by the Corporation) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding. A
member of the Committee shall not be entitled to indemnification with respect
to any matter or claim arising out of gross negligence or willful misconduct by
such member in the performance of his duties. As a condition of any
indemnification, a Committee member shall in writing offer the Corporation the
opportunity, at its own expense, to handle and defend any suit or claim against
him. The provisions of this Section 13.1 are subject to the provisions of any
indemnification agreement between the Corporation and any director, officer or
employee of the Corporation.
ARTICLE XIV
AMENDMENT OF THE PLAN
SECTION 14.1 The Board may suspend or terminate the Plan,
reconstitute the Plan in whole or in part, or amend or revise the Plan in any
respect whatsoever and without any obligation to substitute an equivalent
benefit except that, without the approval of an Optionee, no change shall be
made in the terms of any outstanding Option adverse to the interest of the
Optionee.
ARTICLE XV
APPLICATION OF FUNDS AND OBLIGATION TO EXERCISE OPTION
SECTION 15.1 The funds deposited with the Corporation or any
Affiliate pursuant to any Offering and any proceeds received by the Corporation
from the sale of Stock thereunder shall be used for general corporate purposes.
However, at the Committee's sole discretion, funds with respect to the Plan
shall be handled by the Corporation or an Affiliate in a specified manner,
including, but not limited to, maintenance of such funds in one or more bank
accounts or pursuant to one or more trust arrangements.
SECTION 15.2 The granting of an Option shall impose no obligation
upon the Optionee to exercise such Option.
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<PAGE> 7
ARTICLE XVI
EFFECTIVE DATE
SECTION 16.1 The Plan shall become effective on August 1, 1995.
ARTICLE XVII
APPLICABLE LAW
SECTION 17.1 The Plan shall be governed by the substantive laws
(excluding the conflict of laws rules) of the State of Texas of the United
States of America.
ARTICLE XVIII
MISCELLANEOUS
SECTION 18.1 Neither the Plan nor any purchase agreement shall be
construed to give any Employee the right to be retained in the employ of the
Corporation or any Affiliate. The Corporation and each Affiliate retain the
unqualified right to terminate the employment of any Employee at any time.
SECTION 18.2 The grant of a right to purchase Stock in one period
(e.g., year) or at one time does not in any way obligate the Corporation or an
Affiliate to make another Offering. Any Offering pursuant to the Plan is
wholly discretionary in nature and Offerings and any other benefits of Plan
participation are not to be considered part of any Employee's severance,
resignation, redundancy or similar pay or the Employee's normal or expected
compensation used to determine the Employee's severance, resignation,
redundancy or similar pay.
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EXHIBIT 5
July 31, 1995
DSC Communications Corporation
1000 Coit Road
Plano, Texas 75075
Gentlemen:
DSC Communications Corporation, a Delaware corporation (the
"Company"), intends to file a registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement covers an aggregate of 750,000 shares of
the Company's common stock, $.01 par value per share (the "Common Stock"), and
such additional shares as may become issuable pursuant to the anti-dilution
provisions of the International Employee Stock Purchase Plan of DSC
Communications Corporation (the "Plan") adopted on July 24, 1995, by the
Company's Board of Directors.
In reaching the opinions set forth herein, this firm has reviewed the
Plan, the Company's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws, and, except as set forth below, certificates of
public officials and officers of the Company, and matters of law that this firm
deemed relevant.
Based on and subject to the foregoing and subject further to the
assumptions, exceptions, and qualifications hereinafter stated, this firm is of
the opinion that each share of Common Stock registered pursuant to the
Registration Statement, when and if issued in accordance with the terms of the
Plan, will be legally issued, fully paid, and non- assessable.
The opinion expressed above is subject to the following assumptions,
exceptions, and qualifications:
1. This firm has assumed that (a) all information contained in
all documents reviewed by this firm is true and correct, (b) all signatures on
all documents reviewed by this firm are genuine, (c) all documents submitted to
this firm as originals are true and complete, (d) all documents submitted as
copies are true and complete copies of the originals thereof, (e) each natural
person signing any document reviewed by this firm had the legal capacity to do
so, (f) each person signing in a representative capacity any document reviewed
by this firm had authority to sign in such capacity, and (g) the laws of any
jurisdiction other than Delaware that govern any of the documents reviewed by
this firm do not modify the terms that appear in any such document.
2. This firm also has assumed that the Company will receive the
full amount and type of consideration (as specified in the Plan) for each of
the shares of Common Stock registered pursuant the Registration Statement
before the issuance of each of those shares of Common Stock.
The opinion expressed above is limited to the laws of the State of
Delaware and the federal laws of the United States of America.
This opinion letter may be filed as an exhibit to the Registration
Statement. In giving this consent, this firm does not thereby admit that it
comes within the category of persons whose consent is required under section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
BAKER & McKENZIE
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of DSC Communications Corporation, related to registration of shares
for the International Employee Stock Purchase Plan, of our reports dated
January 23, 1995, with respect to the consolidated financial statements and
schedule of DSC Communications Corporation included and incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31,
1994, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Dallas, Texas
July 28, 1995
