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As filed with the Securities and Exchange Commission on July 31, 1995.
Registration No. 33-
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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)
DSC COMMUNICATIONS CORPORATION
1990 EMPLOYEE STOCK PURCHASE PLAN
(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
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CALCULATION OF REGISTRATION FEE
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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
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 1,000,000 Shares $52.25 $52,250,000 $18,018
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Preferred Stock
Purchase Rights(3) 1,000,000 Rights N/A N/A N/A
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(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 DSC Communications Corporation 1990
Employee Stock Purchase Plan (the "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 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.
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THE 1,000,000 SHARES OF COMMON STOCK BEING REGISTERED HEREBY SHALL BE
ISSUED UNDER THE PLAN, WHICH WAS AMENDED AS OF APRIL 26, 1995, TO INCREASE THE
NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN.
PURSUANT TO INSTRUCTION E OF FORM S-8, THE CONTENTS OF THE COMPANY'S
REGISTRATION STATEMENT ON FORM S-8 AS FILED WITH SECURITIES AND EXCHANGE
COMMISSION ON JANUARY 8, 1991, REGISTRATION NO. 33-38544, ARE INCORPORATED BY
REFERENCE.
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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.
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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
/s/ Sir John Fairclough Director July 31, 1995
---------------------------------
Sir John Fairclough
/s/ Raymond J. Dempsey Director July 31, 1995
---------------------------------
Raymond J. Dempsey
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<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/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>
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EXHIBIT INDEX
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Exhibit No. Description Page
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<S> <C> <C>
3.1 Certificate of Amendment of Certificate of Incorporation of the
Company dated April 27, 1994
3.2 Certificate of Correction of Certificate of Amendment of Restated
Certificate of Incorporation of the Company dated June 8, 1995
3.3 Certificate of Amendment of Restated Certificate of Incorporation of
the Company dated June 8, 1995
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>
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EXHIBIT 3.1
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
DSC COMMUNICATIONS CORPORATION, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of DSC
COMMUNICATIONS CORPORATION (the "Company"), resolutions were duly adopted
setting forth the proposed amendment to the Certificate of Incorporation of
said corporation, declaring said amendment to be advisable and calling a
meeting of the stockholders of said corporation for consideration thereof. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that it is advisable and in the best interest of the
Company that subsection (a) of Article FOURTH of the Company's
Restated Certificate of Incorporation be further amended to read as
follows:
"FOURTH: The total number of shares of all classes of stock which
the corporation shall have the authority to issue shall be as
set forth in subsection (a) below.
(a) The total number of shares of Common stock which the
corporation shall have the authority to issue shall be
two hundred and fifty million (250,000,000) shares of the
par value of $.01 each."
SECOND: That thereafter, pursuant to resolution of its board
of directors, the annual meeting of stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said DSC COMMUNICATIONS CORPORATION has
caused this Certificate to be signed by William R. Tempest, its Vice
President, Secretary and General Counsel, and attested by John T.
Roberts, its Assistant Secretary, this 27th day of April, 1994.
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DSC COMMUNICATIONS CORPORATION
[Corporate Seal] By: /s/ William R. Tempest
------------------------------
William R. Tempest
ATTEST:
/s/ John T. Roberts
- -----------------------------
John T. Roberts,
Assistant Secretary
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EXHIBIT 3.2
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CERTIFICATE OF CORRECTION
OF CERTIFICATE OF AMENDMENT
OF RESTATED CERTIFICATE OF INCORPORATION
OF DSC COMMUNICATIONS CORPORATION
DSC COMMUNICATIONS CORPORATION, a Delaware corporation (the
"Company"), pursuant to Section 103(f) of the General Corporation Law of the
State of Delaware, hereby certifies that:
1. A Certificate of Amendment of Certificate of Incorporation
(the "Certificate of Amendment") was filed with the Secretary of State of the
State of Delaware on April 27, 1994, and is an inaccurate record of the
corporate action therein referred to, and therefore said Certificate of
Amendment requires correction in accordance with Section 103(f) of the General
Corporation Law of the State of Delaware.
2. The inaccuracy in the Certificate of Amendment was an
inaccurate description of the amendment to Article FOURTH of the Restated
Certificate of Incorporation of the Company that was duly adopted by the
Company.
3. This Certificate of Correction corrects the Certificate of
Amendment by deleting Paragraphs FIRST, SECOND and THIRD of the Certificate of
Amendment in their entirety and replacing such Paragraphs with the following:
"FIRST: That subsection (a) of Article FOURTH of the Company's
Restated Certificate of Incorporation is hereby amended in its entirety to read
in full as follows:
'(a) The total number of shares of Common Stock which the
corporation shall have the authority to issue shall be two hundred and
fifty million (250,000,000) shares of the par value of $.01 each.'
SECOND: That the foregoing amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware."
IN WITNESS WHEREOF, DSC COMMUNICATIONS CORPORATION has caused this
Certificate to be signed by George B. Brunt, its Vice President, Secretary and
General Counsel, on June 8, 1995.
DSC COMMUNICATIONS CORPORATION
/s/ George B. Brunt
--------------------------------
George B. Brunt, Vice President,
Secretary and General Counsel
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EXHIBIT 3.3
<PAGE> 2
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
DSC COMMUNICATIONS CORPORATION
DSC COMMUNICATIONS CORPORATION, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That subsection (a) of Article FOURTH of the Company's
Restated Certificate of Incorporation is hereby amended in its entirety to read
in full as follows:
"(a) The total number of shares of Common Stock which the
corporation shall have the authority to issue shall be five hundred
million (500,000,000) shares of the par value of $.01 each."
SECOND: That the foregoing amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, DSC COMMUNICATIONS CORPORATION has caused this
Certificate to be signed by George B. Brunt, its Vice President, Secretary and
General Counsel, on June 8, 1995.
DSC COMMUNICATIONS CORPORATION
/s/ George B. Brunt
--------------------------------
George B. Brunt, Vice President,
Secretary and General Counsel
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EXHIBIT 5
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July 31, 1995
DSC Communications Corporation
1001 Coit Road
Dallas, Texas 75075
Gentlemen:
DSC Communications Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") a registration statement (the "Registration Statement") on Form
S-8 under the Securities Act of 1933, as amended (the "Act"). The Registration
Statement covers 1,000,000 shares of common stock, $.01 par value per share
("Common Stock"), of the Company, and such additional shares of Common Stock as
may become issuable pursuant to the anti-dilution provisions of the Plan (such
shares collectively referred to as the "Securities"). Such shares are to be
issued pursuant to the Company's 1990 Employee Stock Purchase Plan (the
"Plan").
We have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement. In rendering this
opinion we have examined such corporate records, documents and instruments of
the Company and such certificates of public officials, have received such
representations from officers of the Company, and have reviewed such questions
of law as in our judgment are necessary, relevant or appropriate to enable us
to render the opinion expressed below. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all corporate records,
documents and instruments submitted to us as originals, the conformity to
original documents of all documents submitted to us as conformed, certified or
photostatic copies thereof, and the authenticity of the originals of such
photostatic, certified or conformed copies.
Based upon such examination and review and upon representations made
to us by officers of the Company, we are of the opinion that upon issuance and
delivery of the Securities in accordance with the terms and conditions of the
Plan, and upon receipt by the Company of the full consideration for the
Securities as determined pursuant to the Plan, the Common Stock will be legally
issued, fully paid and nonassessable shares of Common Stock of the Company.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the
Act or the rules and regulations of the Commission thereunder.
Respectfully submitted,
BAKER & MCKENZIE
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EXHIBIT 23.2
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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 the registration of
shares for the 1990 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
