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As filed with the Securities and Exchange Commission on January 29, 1998
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
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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 Identification No.)
incorporation or organization)
1000 COIT ROAD 75075
PLANO, TEXAS (Zip Code)
(Address of principal executive offices)
CELCORE, INC. 1995 STOCK OPTION PLAN
(Full title of the plan)
GEORGE B. BRUNT
DSC COMMUNICATIONS CORPORATION
1000 COIT ROAD
PLANO, TEXAS 75075
(972) 519-3000
(Name and address of agent for service)
with a copy to:
DANIEL W. RABUN
BAKER & MCKENZIE
2001 ROSS AVENUE, SUITE 4500
DALLAS, TEXAS 75201
(214) 978-3000
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED(1) REGISTERED(2) SECURITY(3) PRICE(3) FEE(4)
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Common Stock, $.01 par value 242,965 Shares $18.625 $4,525,224 $1,335
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Preferred Stock Purchase Rights 242,965 Rights Not Applicable Not Applicable Not Applicable
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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 Celcore, Inc. 1995 Stock Option 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) The shares covered by this Registration Statement were previously
registered under the Company's Registration Statement, Registration
No. 333-39903 (which covers 4,936,663 shares of Common Stock). A
registration fee in the amount of $37,540.00 was paid with respect to
such Registration Statement.
(3) 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 January 26, 1998, as reported on the Nasdaq Stock
Market.
(4) In accordance with rule 457(g), no additional registration fee is
required in respect of Preferred Stock Purchase Rights.
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THE 242,965 SHARES OF COMMON STOCK REGISTERED HEREBY ARE BEING
REGISTERED TO INCREASE THE NUMBER OF REGISTERED 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 DECEMBER 10, 1997, REGISTRATION NO.
333-41951, 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 January 29, 1998.
DSC COMMUNICATIONS CORPORATION
By: /s/ James L. Donald
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Name: JAMES L. DONALD
Title: Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
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 dates indicated. Each person whose signature appears
below hereby authorizes and appoints James L. Donald and Gerald F. Montry, and
each of them, either one of whom may act without joinder of the other, as his
attorney-in-fact to sign on his behalf individually and in the capacity stated
below all amendments and post-effective amendments to this Registration
Statement as that attorney-in-fact may deem necessary or appropriate.
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SIGNATURE TITLE DATE
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/s/ James L. Donald Chairman of the Board, President and Chief January 29, 1998
- ------------------------------------------ Executive Officer (Principal Executive
JAMES L. DONALD Officer)
/s/ Gerald F. Montry Senior Vice President, Chief Financial January 29, 1998
- ------------------------------------------ Officer, and Director (Principal Financial
GERALD F. MONTRY Officer)
/s/ Kenneth R. Vines Vice President, Finance (Principal January 29, 1998
- ------------------------------------------ Accounting Officer)
KENNETH R. VINES
/s/ Raymond J. Dempsey Director January 29, 1998
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RAYMOND J. DEMPSEY
/s/ Sir John Fairclough Director January 29, 1998
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SIR JOHN FAIRCLOUGH
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SIGNATURE TITLE DATE
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/s/ James L. Fischer Director January 29, 1998
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JAMES L. FISCHER
/s/ Robert S. Folsom Director January 29, 1998
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ROBERT S. FOLSOM
/s/ William O. Hunt Director January 29, 1998
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WILLIAM O. HUNT
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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4.1 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. 0-10018, dated August 26, 1997)
4.2 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. 0-10018, dated August 26, 1997)
4.3 Restated Certificate of Incorporation of the Company, dated
November 3, 1997 (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-8, Registration No.
333-41929, dated December 10, 1997)
4.4 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 for the year ended December 31, 1996, Commission File
No. 0- 10018, dated March 31, 1997)
4.5 Rights Agreement, dated April 25, 1996 between the Company and
Harris Trust and Savings Bank, formerly KeyCorp Shareholder
Services, Inc., 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)
4.6 Form of Notes (included in Exhibit 4.1)
4.7 Celcore, Inc. 1995 Stock Option Plan (incorporated by reference to
Exhibit 4.7 to the Company's Registration Statement on Form S-8,
Registration No. 333-41951, dated December 10, 1997)
5.1 Opinion of Baker & McKenzie
23.1 Consent of Baker & McKenzie (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (see signature pages of Registration Statement)
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Exhibit 5.1
January 29, 1998
DSC Communications Corporation
1000 Coit Road
Plano, 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) 242,965 shares of the Company's common stock, $.01 par
value per share, including the preferred stock purchase rights attaching to
such stock pursuant to that certain Rights Agreement dated April 25, 1996 by
and between the Company and Harris Trust and Savings Bank, formerly KeyCorp
Shareholder Services, Inc. (the "Common Stock"), which shall be issued pursuant
to the Celcore, Inc. 1995 Stock Option Plan (the "Plan") assumed by the
Company, 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 Securities 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,
/s/ BAKER & MCKENZIE
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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 Celcore, Inc. 1995 Stock Option Plan of our reports
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 Securities and
Exchange Commission.
/s/ ERNST & YOUNG, LLP
Dallas, Texas,
January 23, 1998
