<PAGE> 1
As filed with the Securities and Exchange Commission on November 4, 1997
Registration No. 333-
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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
------------------------
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
1997 NON-EMPLOYEE DIRECTORS STOCK OPTION AND RESTRICTED STOCK 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 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 400,000
per share Shares $ 24 3/8 $ 9,750,000 $ 2,955
- --------------------------------------------------------------------------------------------------------------------
Preferred Stock 400,000
Purchase Rights(3) 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 DSC Communications Corporation 1997
Non-Employee Directors Stock Option and Restricted Stock 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 October 28, 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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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) through (f) 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
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment to the Registration Statement which
indicates that all shares of 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, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997;
(c) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997;
(d) The Company's Current Report on Form 8-K filed August 26,
1997;
(e) The Company's Current Report on Form 8-K filed November 3,
1997; and
(f) The description of the Company's Common Stock as contained in
the Company's Registration Statement on Form 8-A dated October
27, 1981, including all amendments and reports filed for the
purpose of updating such descriptions; and the description of
the Company's Preferred Stock Purchase Rights as contained in
the Company's Registration Statement on Form 8-A dated May 13,
1996, including all amendments and reports filed for the
purpose of updating such descriptions.
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)
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and (iii) above shall be made only upon order by a court or a determination by
(a) a majority of directors who are not parties to such action, (b) a majority
vote of a committee consisting of such disinterested directors, (c) independent
legal counsel in a written opinion if no such disinterested directors exist, or
if such disinterested directors so direct, or (d) 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 certain of its directors and 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
(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 April 25, 1996 between the Company and Harris
Trust and Savings Bank as rights agent (incorporated by reference to
Exhibit No. 4 to the Company's Current Report on Form 8-K, Commission
File No. 0-010018, dated May 9, 1996)
4.2 Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit No. 3.4 to the Company's Annual Report on Form 10-K,
Commission File No. 0-10018, dated March 31, 1997)
4.3 Indenture, dated August 12, 1997, between the Company and The Bank of
New York, as Trustee (incorporated by reference to Exhibit No. 4.1 to
the Company's Current Report on Form 8-K, Commission File No. 10018)
4.4 Registration Rights Agreement, dated as of August 12, 1997, among the
Company, Goldman, Sachs & Co. and NationsBanc Capital Markets, Inc.
(incorporated by reference to Exhibit No. 4.2 to the Company's
Current Report on Form 8-K, Commission File No. 10018)
4.5 Form of Notes (included in Exhibit 4.3)
4.6 Company's 1997 Non-Employee Directors Stock Option and Restricted
Stock Plan*
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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* filed herewith
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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 with or furnished to the Commission 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
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<PAGE> 5
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 November 3, 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, November 3, 1997
- --------------------------------- Chief Executive Officer, and
James L. Donald Director (Principal Executive
Officer)
/s/ Gerald F. Montry Senior Vice President, Chief November 3, 1997
- --------------------------------- Financial Officer and Director
Gerald F. Montry (Principal Financial Officer)
/s/ Kenneth R. Vines Vice President, Finance (Principal November 3, 1997
- --------------------------------- Accounting Officer)
Kenneth R. Vines
</TABLE>
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<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ Raymond J. Dempsey Director November 3, 1997
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Raymond J. Dempsey
/s/ Sir John Fairclough Director November 3, 1997
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Sir John Fairclough
/s/ James L. Fischer Director November 3, 1997
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James L. Fischer
/s/ Robert S. Folsom Director November 3, 1997
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Robert S. Folsom
/s/ William O. Hunt Director November 3, 1997
- ---------------------------------
William O. Hunt
/s/ Morton L. Topfer Director November 3, 1997
- ---------------------------------
Morton L. Topfer
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
----------- ----------- ----
<S> <C>
4.1 Rights Agreement, dated April 25, 1996 between the Company and Harris
Trust and Savings Bank as rights agent (incorporated by reference to
Exhibit No. 4 to the Company's Current Report on Form 8-K, Commission File
No. 0-010018, dated May 9, 1996)
4.2 Amended and Restated Bylaws of the Company (incorporated by reference to
Exhibit No. 3.4 to the Company's Annual Report on Form 10-K, Commission File
No. 0-10018, dated March 31, 1997)
4.3 Indenture, dated August 12, 1997, between the Company and The Bank of New
York, as Trustee (incorporated by reference to Exhibit No. 4.1 to the
Company's Current Report on Form 8-K, Commission File No. 10018)
4.4 Registration Rights Agreement, dated as of August 12, 1997, among the Company,
Goldman, Sachs & Co. and NationsBanc Capital Markets, Inc. (incorporated by
reference to Exhibit No. 4.2 to the Company's Current Report on Form 8-K,
Commission File No. 10018)
4.5 Form of Notes (included in Exhibit 4.3)
4.6 Company's 1997 Non-Employee Directors Stock Option and Restricted Stock Plan*
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>
- ----------------
* filed herewith
<PAGE> 1
EXHIBIT 4.6
DSC COMMUNICATIONS CORPORATION
1997 NON-EMPLOYEE DIRECTORS STOCK OPTION
AND RESTRICTED STOCK PLAN
On April 30, 1997 (the "Effective Date") the Board of Directors of DSC
Communications Corporation (the "Company") adopted the following 1997
Non-Employee Directors Stock Option and Restricted Stock Plan:
1. PURPOSE. The purpose of the Plan is to provide Non-Employee
Directors of the Company with a proprietary interest in the Company through the
granting of options and restricted stock which will
(a) increase the interest of the Non-Employee Directors
in the Company's welfare;
(b) furnish an incentive to the Non-Employee Directors to
continue their services for the Company; and
(c) provide a means through which the Company may attract
able persons to serve on the Board.
2. ADMINISTRATION. The Plan will be administered by the Board.
3. PARTICIPANTS. All Non-Employee Directors of the Company are
to be granted options and shares of restricted stock (collectively, "Plan
Awards") under the Plan, and upon such grant will become participants in the
Plan.
4. SHARES SUBJECT TO PLAN. Plan Awards may not be granted under
the Plan for more than 400,000 shares of Common Stock of the Company, but this
number shall be adjusted to reflect, if deemed appropriate by the Board, any
stock dividend, stock split, share combination, recapitalization or the like,
of or by the Company. Shares subject to the Plan may be made available from
either authorized but unissued Common Stock or Common Stock held by the Company
in its treasury. Shares that by reason of the expiration of a Plan Award or
otherwise are no longer subject to a Plan Award granted under the Plan may be
reoffered under the Plan.
5. ALLOTMENT OF SHARES. Grants of Plan Awards under the Plan
shall be as described in this Section 5.
(a) Each Non-Employee Director of the Company elected at,
or continuing to serve following, each annual stockholders meeting,
commencing with the 1997 annual meeting, shall be granted a Plan Award
effective as of the Grant Date as follows: (i) an option to purchase
3,500 shares of Common Stock of the Company, and (ii) a restricted
stock award of 1,000 shares of Common Stock.
(b) Each Non-Employee Director of the Company appointed
after the Effective Date to fill a vacancy in the Board who has not
previously served as a director of the Company shall be granted a Plan
Award effective as of the Grant Date as follows: (i) an option to
purchase 3,500 shares of Common Stock of the Company, and (ii) a
restricted stock award of 1,000 shares of Common Stock.
6. GRANT OF PLAN AWARDS. All Plan Awards under the Plan shall be
automatically granted as provided in Section 5. The grant of Plan Awards shall
be evidenced by stock option and restricted stock agreements containing such
terms and provisions as are approved by the Board, but not inconsistent with
the Plan. The Company shall execute stock option and restricted stock
agreements upon instructions from the Board.
7. OPTION PRICE. The exercise price for each share of Common
Stock covered by an option under the Plan shall be equal to the Fair Market
Value of a share of Common Stock on the Grant Date.
<PAGE> 2
8. VESTING AND EXERCISABILITY.
(a) Each option under a Plan Award will become fully
vested on the Grant Date and the Option Period shall begin on the date
which is six (6) months after the Grant Date and will terminate at the
first of the following:
(i) 5 p.m. on the tenth anniversary of the Grant
Date;
(ii) 5 p.m. on the first anniversary following the
date of the Non-Employee Director's death or disability; or
(iii) 5 p.m. on the second anniversary following
the date the Non-Employee Director ceases to be a director of
the Company for any reason other than death or disability,
unless such date is extended by the Board.
(b) The restricted stock under a Plan Award may not be
sold, assigned, transferred, redeemed, pledged or otherwise encumbered
during a period determined hereunder (the "Restriction Period"). The
Restriction Period for each Plan Award shall lapse with respect to one
half ( 1/2) of the restricted stock under a Plan Award on the first
anniversary of the Grant Date and the one half ( 1/2) of the remaining
restricted stock under a Plan Award on the second anniversary of the
Grant Date; provided, the Restriction Period shall lapse on the day
immediately preceding the date of a Change in Control (as defined
below). On the date the Restriction Period terminates, the restricted
stock in respect of which restrictions have terminated shall vest in
the Non-Employee Director (the "Vest Date") and all restrictions on
transfer or assignability of the restricted stock shall lapse, who may
then require the Company to issue certificates evidencing the
restricted stock. If a Non-Employee Director ceases to be a director
of the Company for any reason whatsoever before a Vest Date, the
restricted stock for which a Vest Date has not occurred shall not vest
and such shares of Common Stock shall therefore become available for
other Plan Awards under the Plan. A "Change in control" of the
Company shall mean a change in control of a nature that would be
required to be reported (assuming each such event has not been
"previously reported") in response to Item 1(a) of the current Report
on Form 8-K, as in effect on the date hereof, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
provided that, without limitation, such a change in control shall be
deemed to have occurred at such time as (A) any "person", as such term
is used in Section 14(d) of the Exchange Act, other than the Company,
a wholly-owned subsidiary of the Company or any employee benefit plan
of the Company, or its subsidiaries, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of 30% or more of the combined voting power of the
Company's Common Stock; or (B) individuals who constitute the Board of
Directors of the Company on the date hereof (the "Incumbent Board")
cease for any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent to the date
hereof whose election or nomination for election by the Company's
stockholders was approved by a vote of at least three quarters of the
directors comprising the Incumbent Board (either by a specific vote or
by approval of the proxy statement of the Company in which such person
is named as a nominee for director without objection to such
nomination) shall be, for purposes of this clause (i), considered as
though such person were a member of the Incumbent Board.
9. RIGHTS IN EVENT OF DEATH OR DISABILITY. If a participant
dies or becomes disabled prior to termination of his/her right to exercise an
option in accordance with the provisions of his/her stock option agreement
without having totally exercised the option, the option may be exercised to the
extent the participant could have exercised the option on the date of his/her
death or disability at any time prior to the earlier of the dates specified in
Section 8(a) (i) or (ii) hereof by (i) the participant's estate or by the
person who acquired the right to exercise the option by bequest or inheritance
or by reason of the death of the participant in the event of the participant's
death, or (ii) the participant or his/her personal representative in the event
of the participant's disability, subject to the other terms of the Plan and
applicable laws, rules and regulations. For purposes of the Plan, the Board
shall determine the date of disability of a participant.
10. PAYMENT. Full payment for shares purchased upon exercising an
option shall be made in cash or by check or by tendering shares of Common Stock
at the Fair Market Value per share at the time of exercise, or on such other
terms as are set forth in the applicable option agreement. No shares may be
issued until full payment of the purchase price therefor has been made, and a
participant will have none of the rights of a stockholder until shares are
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<PAGE> 3
issued to him/her. In addition, the participant shall tender payment of the
amount as may be requested by the Company for the purpose of satisfying its
liability to withhold federal, state or local income or other taxes incurred by
reason of the exercise of an option.
11. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The number of shares
of Common Stock covered by each outstanding Plan Award granted under the Plan
and the option price for an option granted hereunder, shall be adjusted to
reflect, as deemed appropriate by the Board, any stock dividend, stock split,
share combination, exchange of shares, recapitalization, merger, consolidation,
separation, reorganization, liquidation or the like, of or by the Company. If
(a) the Company shall be party to a merger or consolidation in which (i) the
Company is not the surviving entity, or (ii) the Company survives only as a
subsidiary of an entity other than a previously owned subsidiary of the
Company, or (iii) the Company survives but the Common Stock is exchanged or
converted into any securities or property, (b) the Company sells, leases or
exchanges or agrees to sell, lease or exchange all or substantially all of its
assets to any person or entity (other than a wholly-owned subsidiary of the
Company) or (c) the Company is to be dissolved and liquidated (each such event
is referred to herein as a "Corporate Change"), then effective as of the
earlier of (A) the date of approval by the stockholders of the Company of such
Corporate Change or (B) the date of such Corporate Change, (1) in the event of
any such merger or consolidation and upon any exercise of any outstanding stock
option or upon receipt of restricted stock on the Vest Date under a Plan Award,
the participant shall be entitled, in respect of a stock option, to purchase,
in lieu of the number of shares of Common Stock as to which such option shall
then be exercisable, and in respect of restricted stock, to receive, in lieu of
the number of shares of Common Stock as to which such restricted stock shall
then be vested, the number and class of shares of stock or other securities or
property to which the participant would have been entitled pursuant to the
terms of the agreement of merger or consolidation if, immediately prior to such
merger or consolidation the participant had been the holder of record of the
number of shares of Common Stock as to which such Plan Award is then
exercisable or vested, and (2) in the event of any such sale, lease or exchange
of assets or dissolution, each participant shall surrender his/her options and
restricted stock to the Company and the Company shall cancel such options and
restricted stock and pay to each participant an amount of cash per share equal
to the excess of the per share price offered to stockholders of the Company in
any such sale, lease or exchange of assets or dissolution transaction for the
shares subject to such Plan Awards, less the exercise price(s) under any
options.
12. NON-ASSIGNABILITY. Plan Awards may not be transferred other
than by will or by the laws of descent and distribution.
13. INTERPRETATION. The Board shall interpret the Plan and shall
prescribe such rules and regulations in connection with the operation of the
Plan as it determines to be advisable for the administration of the Plan. The
Board may rescind and amend its rules and regulations.
14. AMENDMENT OR DISCONTINUANCE. The Plan may be amended or
discontinued by the Board without the approval of the stockholders of the
Company.
15. TERM. Unless sooner terminated by action of the Board, the
Plan will terminate on April 30, 2007. No Plan Awards may be granted under the
Plan after April 30, 2007, but Plan Awards granted before that date will
continue to be effective in accordance with their terms.
16. DEFINITIONS. For the purposes of the Plan, unless the context
requires otherwise, the following terms shall have the meanings indicated:
(a) "Board" means the board of directors of the Company
or any committee of the Board appointed by the Board to administer the
Plan or any portion of the Plan.
(b) "Common Stock" means the Common Stock which the
Company is currently authorized to issue or may in the future be
authorized to issue (as long as the common stock varies from that
currently authorized, if at all, only in amount of par value).
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<PAGE> 4
(c) "Fair Market Value " means, as of any specified date,
the closing price of the Common Stock on the NASDAQ National Market
System (or, if the Common Stock is not then listed on such exchange,
such other national stock exchange on which the Common Stock is then
listed) on that date. If the Common Stock is not then listed on any
national securities exchange but is traded over the counter at the
time a determination of its Fair Market Value is required to be made
hereunder, its Fair Market Value shall be deemed to be equal to the
average between the reported high and low sales prices of Common Stock
on the specified date. If the Common Stock is not publicly traded at
the time a determination of its value is required to be made
hereunder, the determination of its Fair Market Value shall be made by
the Board in such manner as it deems appropriate.
(d) "Grant Date" means, with respect to a Plan Award, the
date of the annual stockholders meeting at which the Non-Employee
Director is elected, or continuing to serve following, or the date of
the Board meeting at which the Non-Employee Director is appointed to
fill a vacancy in the Board, whichever is applicable, and, as a
consequence thereof, is granted that Plan Award.
(e) "Non-Employee Director" means a director of the
Company who is not an employee of the Company or any of its
subsidiaries.
(f) "Option Period" means the period during which an
option may be exercised.
(g) "Plan" means this Non-Employee Directors Stock Option
and Restricted Stock Plan, as amended from time to time.
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EXHIBIT 5
November 4, 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) 400,000 shares of common stock, $.01 par value per share
and the associated preferred stock purchase rights that trade simultaneously
therewith ("Common Stock"), of the Company, which shall be issued pursuant to
the Company's 1997 Non-Employee Directors Stock Option and Restricted Stock
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
<PAGE> 1
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 1997 Non-Employee
Directors Stock Option and Restricted Stock 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, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas,
November 3, 1997
