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As filed with the Securities and Exchange Commission on July 14, 1997
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DSC COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 54-1025763
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 COIT ROAD 75075
PLANO, TEXAS (Zip Code)
(Address of principal executive offices)
DSC COMMUNICATIONS CORPORATION
1993 EMPLOYEE STOCK OPTION AND SECURITIES AWARD PLAN
(Full title of the plan)
GEORGE B. BRUNT
DSC COMMUNICATIONS CORPORATION
1000 COIT ROAD
PLANO, TEXAS 75075
(972) 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
<TABLE>
<CAPTION>
=======================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED (1) REGISTERED SHARE(2) PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, 11,750,000 $22.0625 $259,234,375 $78,556
$.01 par value Shares
- -----------------------------------------------------------------------------------------------------------------------
Preferred Stock 11,750,000 N/A N/A N/A
Purchase Rights(3) Rights
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</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 DSC Communications Corporation 1993
Employee Stock Option and Securities Award 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 8, 1997, 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 11,750,000 SHARES OF COMMON STOCK BEING REGISTERED HEREBY SHALL
BE ISSUED UNDER THE PLAN, WHICH WAS AMENDED AS OF APRIL 25, 1996 AND APRIL 30,
1997, 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 JUNE 29, 1993, REGISTRATION NO. 33-65214 IS 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 11, 1997.
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 11, 1997
- --------------------------------------- Chief Executive Officer, and
James L. Donald Director (Principal Executive
Officer)
/s/ GERALD F. MONTRY Senior Vice President, Chief July 11, 1997
- --------------------------------------- Financial Officer and Director
Gerald F. Montry (Principal Financial Officer)
/s/ KENNETH R. VINES Vice President, Finance (Principal July 11, 1997
- -------------------------------------- Accounting Officer)
Kenneth R. Vines
/s/ RAYMOND J. DEMPSEY Director July 11, 1997
- --------------------------------------
Raymond J. Dempsey
/s/ SIR JOHN FAIRCLOUGH Director July 11, 1997
- --------------------------------------
Sir John Fairclough
/s/ JAMES L. FISCHER Director July 11, 1997
- --------------------------------------
James L. Fischer
/s/ ROBERT S. FOLSOM Director July 11, 1997
- --------------------------------------
Robert S. Folsom
Director July 11, 1997
- --------------------------------------
William O. Hunt
/s/ MORTON L. TOPFER Director July 11, 1997
- --------------------------------------
Morton L. Topfer
</TABLE>
-1-
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
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)
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EXHIBIT 5
July 10, 1997
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 (i) 11,750,000 shares of common stock, $.01 par value per
share ("Common Stock"), of the Company, which shall be issued pursuant to the
Company's 1993 Employee Stock Option and Securities Award Plan (the "Plan"),
and (ii) 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").
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
/s/ DANIEL W. RABUN
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Daniel W. Rabun, Partner
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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 pertaining to the DSC Communications Corporation 1993 Employee Stock
Option and Securities Award Plan of our report dated January 23,1997, with
respect to the consolidated financial statements of DSC Communications
Corporation incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1996 and the related financial statement schedule
included therein, filed with the Serurities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
July 10, 1997
