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As filed with the Securities and Exchange Commission on February 18, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
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 Number)
1000 COIT ROAD
PLANO, TEXAS, 75075
(972) 519-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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GEORGE B. BRUNT
DSC COMMUNICATIONS CORPORATION
1000 COIT ROAD
PLANO, TEXAS, 75075
(972) 519-3000
(Name, address, including zip code, 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
(214) 978-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-39917
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
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If delivery of the Prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SHARES TO BE AGGREGATE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SECURITY(1)(2) PRICE (1) FEE
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<S> <C> <C> <C> <C>
7% Convertible Subordinated Notes $ 34,665,000 100% $ 34,665,000 $10,227 (4)
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Common Stock, par value $.01 per share 697,134 (3) Not Applicable Not Applicable Not Applicable
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Preferred Stock Purchase Rights 697,134 rights Not Applicable Not Applicable Not Applicable (5)
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</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(i).
(2) Exclusive of accrued interest, if any.
(3) Such number represents the number of shares of Common Stock initially
issuable upon conversion of the Notes registered hereby and, pursuant to
Rule 416 under the Securities Act of 1933, as amended (the "Securities
Act"), such indeterminate number of shares of Common Stock as may be
issued from time to time upon conversion of the Notes by reason of
adjustment of the conversion price under certain circumstances outlined
in the Prospectus.
(4) The shares covered by this Form S-3 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.
(5) In accordance with Rule 457(g), no additional registration fee is
required in respect of the Preferred Stock Purchase Rights.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-3 is filed by DSC Communications
Corporation, a Delaware corporation (the "Company"), pursuant to Rule 462(b)
under the Securities Act. The contents of the Company's Registration Statement
on Form S-3, as amended (Registration No. 333-39917), previously filed by the
Company with the Securities and Exchange Commission pursuant to the Securities
Act, and declared effective on January 30, 1998, are incorporated by reference
into this Registration Statement.
<PAGE> 3
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in the City of Plano, State of Texas, on February 18, 1998.
DSC COMMUNICATIONS CORPORATION
By: /s/ James L. Donald
--------------------------------
Name: JAMES L. DONALD
Title: Chairman of the Board, President
and Chief Executive Officer
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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ James L. Donald Chairman of the Board, President and Chief February 18, 1998
- ------------------------------- Executive Officer (Principal Executive
JAMES L. DONALD Officer)
* Senior Vice President, Chief Financial February 18, 1998
- ------------------------------- Officer and Director (Principal Financial
GERALD F. MONTRY Officer)
* Vice President, Finance (Principal February 18, 1998
- ------------------------------- Accounting Officer)
KENNETH R. VINES
* Director February 18, 1998
- -------------------------------
RAYMOND J. DEMPSEY
* Director February 18, 1998
- -------------------------------
SIR JOHN FAIRCLOUGH
* Director February 18, 1998
- -------------------------------
JAMES L. FISCHER
* Director February 18, 1998
- -------------------------------
ROBERT S. FOLSOM
* Director February 18, 1998
- -------------------------------
WILLIAM 0. HUNT
/s/ James L. Donald
- ---------------------------------------
* By: JAMES L. DONALD, Attorney-in-Fact
</TABLE>
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5 Opinion of Baker & McKenzie
23.1 Consent of Ernst & Young LLP
23.2 Consent of Baker & McKenzie (included in Exhibit 5)
24.1 Power of Attorney (incorporated by reference to the signature
page of the Company's Registration Statement on Form S-3
(Registration No. 333-39917))
24.2 Certified copy of resolutions authorizing signatures pursuant
to power of attorney
</TABLE>
<PAGE> 1
Exhibit 5
February 18, 1998
DSC Communications Corporation
1000 Coit Road
Plano, Texas 75075
Re: Registration of Common Stock of DSC Communications Corporation
Gentlemen:
DSC Communications Corporation, a Delaware corporation (the "Company"), has
filed with the Securities and Exchange Commission (the "Commission") a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"). Such Registration Statement
relates to the registration by the Company of an aggregate of $34,665,000 7%
Convertible Subordinated Notes due August 1, 2004 (the "Notes") and of an
aggregate of 697,134 shares of the Company's common stock, $.01 par value per
share (the "Shares"), issuable upon conversion of the Notes. The Shares include
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. We
have acted as counsel to the Company in connection with the preparation and
filing of the Registration Statement.
In connection therewith, we have examined and relied upon the original or
copies, certified to our satisfaction, of (i) the Restated Certificate of
Incorporation and the Amended and Restated Bylaws of the Company; (ii) copies
of resolutions of the Board of Directors of the Company authorizing the
issuance of the Notes and the Shares and related matters; (iii) the
Registration Statement and all exhibits thereto; and (iv) such other documents
and instruments as we have deemed necessary for the expression of opinions
herein contained. In making the foregoing examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted
to us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to various questions of
fact material to this opinion, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independent check or verification of their accuracy.
Based on the foregoing, we are of the following opinion:
1. The Notes have been duly authorized and issued by the Company.
2. The Shares have been duly authorized by the Company and, when
issued upon conversion of the Notes as contemplated by the Registration
Statement, will be duly and validly issued and will be fully paid and
non-assessable.
We hereby consent 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 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of DSC Communications Corporation of our report dated January 23, 1997,
with respect to the consolidated financial statements and schedule of DSC
Communications Corporation incorporated by reference or included in its Annual
Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
February 17, 1998
<PAGE> 1
Exhibit 24.2
DSC COMMUNICATIONS CORPORATION
CERTIFICATE OF SECRETARY
February 18, 1998
I, George B. Brunt, hereby certify that I am the duly elected, qualified, and
acting Secretary of DSC Communications Corporation, a Delaware corporation (the
"Corporation"), and as such officer, I have access to the records of the
Corporation and do hereby certify that at a meeting of the Board of Directors
of the Corporation, duly called and held on July 28, 1997, at which a quorum of
said Board was present and acting throughout, the following resolutions were
duly adopted, and such resolutions have not been amended, modified or rescinded
and remain in full force and effect:
RESOLVED, that the officers of the Corporation, any one of whom may act without
joinder of any of the others, are hereby authorized, empowered and directed to
do or cause to be done no later than ninety (90) days after the Closing Date
(as defined in the Registration Rights Agreement), all such acts and things as
they may deem necessary or advisable to effect the registration of the Offering
of the Notes and shares of Common Stock issuable upon conversion thereof,
including without limitation, the preparation, execution and filing with the
Commission of a "shelf" registration statement filed under the Securities Act
providing for the registration of, and the sale on a continuous or delayed
basis by the holders of, all of the Registrable Securities (as defined in the
Registration Rights Agreement) pursuant to Rule 415 under the Securities Act
and/or any similar rule that may be adopted by the Commission, along with the
Prospectus contained therein, any amendments and supplements to such
registration statement, including post-effective amendments, and all exhibits
and all materials incorporated by reference in such registration statement
(collectively the "Registration Statement"); and all such acts of such
officers, whether heretofore or hereafter done or performed, which are in
accordance with the purposes and intent of this resolution, are hereby adopted,
ratified, confirmed and approved as the valid and binding acts of the
Corporation.
RESOLVED FURTHER, that each officer and director who may be required to sign
and execute the Registration Statement or any amendment thereto or documents in
connection therewith or in connection with the offering contemplated thereby
(whether on behalf of the Corporation as an officer or director of the
Corporation or otherwise) be, and each of them hereby is, authorized to execute
a Power of Attorney appointing James L. Donald and Gerald F. Montry, and each
of them, severally, as his or her true and lawful attorneys-in-fact and agents,
to sign in his or her name, place and stead in any such capacity, such
Registration Statement and all amendments thereto and documents in connection
therewith, including any registration statement pursuant to Rule 462(b) under
the Act; and that each of said attorneys-in-fact and agents is hereby
authorized to sign such Registration Statement, amendments and documents in the
name, place and stead of such officer and director who shall have executed such
Power of Attorney (whether acting on behalf of the Corporation as an officer or
director of the Corporation or otherwise).
IN WITNESS WHEREOF, I have duly executed this certificate as of the date first
written above.
DSC COMMUNICATIONS CORPORATION
/s/ George B. Brunt
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George B. Brunt, Secretary
