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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 27, 1995
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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COMPRESSION LABS, INCORPORATED
(Exact name of Registrant as specified in its charter)
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DELAWARE 94-2390960
(State or other jurisdiction 2860 JUNCTION AVENUE (I.R.S. Employer
of incorporation or organization) SAN JOSE, CA 95134 Identification Number)
(408) 435-3000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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WILLIAM A. BERRY, SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
COMPRESSION LABS, INCORPORATED
2860 JUNCTION AVENUE
SAN JOSE, CA 95134
(408) 435-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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1980 STOCK OPTION PLAN
1984 EMPLOYEE STOCK PURCHASE PLAN
1984 SUPPLEMENTAL STOCK OPTION PLAN
(Full Title of Plans)
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Copies to:
PETER F. STONE, ESQ.
JULIA L. DAVIDSON, ESQ.
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CA 94306
(415) 843-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE (1) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value; 700,000 $10.1875 $7,131,250 $2,459.07
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and Rule 457(h)(1). The price
per share and aggregate offering price are based upon the average of
the high and low sales price of the Registrant's Common Stock on July
21, 1995, as reported on the Nasdaq National Market.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional 700,000 shares of the Common Stock of Compression
Labs, Incorporated (the "Company") to be issued pursuant to the 1980 Stock
Option Plan, as amended, the 1984 Supplemental Stock Option Plan, as amended,
and the 1984 Employee Stock Purchase Plan, as amended (the "Plans"). The
Registration Statements on Form S-8 previously filed with the Securities
and Exchange Commission (the "Commission") relating to the Plans (File
Nos. 33-79790, 33-70860 and 33-40405, filed with the Commission on June 6,
1994, October 27, 1993 and May 7, 1991, respectively) are incorporated by
reference herein.
EXHIBITS
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EXHIBIT
NUMBER
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<S> <C>
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum.
23.1 Consent of independent auditors KPMG Peat Marwick LLP.
23.2 Consent of Cooley Godward Castro Huddleson & Tatum.
Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page 2.
99.1 1980 Stock Option Plan, as amended (the "ISO Plan").(1)
99.2 Form of Incentive Stock Option used in connection with the
issuance and exercise of options under the ISO Plan.(2)
99.3 1984 Employee Stock Purchase Plan, as amended (the
"1984 Purchase Plan").(1)
99.4 Form of Offering and Participation and Payroll Deduction
Agreement used in connection with the purchase of Common
Stock under the 1984 Purchase Plan.(3)
99.5 1984 Supplemental Stock Option Plan, as amended (the
"Supplemental Plan").(1)
99.6 Form of Supplemental Stock Option used in connection
with the issuance and exercise of options under the
Supplemental Plan.(2)
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(1) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994 (File No. 0-13218) and incorporated herein
by reference.
(2) Filed as an exhibit to the Company's Registration Statement on Form S-8
filed June 6, 1994 (File No. 33-79790) and incorporated herein by
reference.
(3) Filed as an exhibit to the Company's Registration Statement on Form S-8
filed March 29, 1985 (File No. 2-9628) and incorporated herein by
reference.
1.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 San Jose, State of California, on July
27, 1995.
COMPRESSION LABS, INCORPORATED
By: /s/ John E. Tyson
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John E. Tyson
President, Chairman of the Board,
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John E. Tyson and William A. Berry, and each or
any one of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
2.
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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.
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SIGNATURE TITLE DATE
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/s/ John E. Tyson President, Chief Executive July 27, 1995
------------------------ Officer and Chairman of the Board
(John E. Tyson) of Directors (Principal executive
officer)
/s/ William A. Berry Senior Vice President, Finance July 27, 1995
------------------------ and Administration, Chief
(William A. Berry) Financial Officer, Secretary and
Treasurer (Principal financial
and accounting officer)
/s/ Arthur G. Anderson Director July 27, 1995
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(Arthur G. Anderson)
/s/ Robert J. Casale Director July 27, 1995
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(Robert J. Casale)
/s/ Robert B. Liepold Director July 27, 1995
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(Robert B. Liepold)
/s/ David A. Wegmann Director July 27, 1995
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(David A. Wegmann)
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3.
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER
<S> <C> <C>
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum.
23.1 Consent of independent auditors KPMG Peat Marwick LLP.
23.2 Consent of Cooley Godward Castro Huddleson & Tatum. Reference is made
to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page 2.
99.1 1980 Stock Option Plan (the "ISO Plan"). *
99.2 Form of Incentive Stock Option used in connection with the issuance and *
exercise of options under the ISO Plan.
99.3 1984 Employee Stock Purchase Plan, as amended (the "1984 Purchase *
Plan").
99.4 Form of Offering and Participation and Payroll Deduction Agreement used *
in connection with the purchase of Common Stock under the 1984 Purchase
Plan.
99.5 1984 Supplemental Stock Option Plan, as amended (the "Supplemental *
Plan").
99.6 Form of Supplemental Stock Option used in connection with the issuance *
and exercise of options under the Supplemental Plan.
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* Incorporated by reference as indicated on page 1.
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EXHIBIT 5.1
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July 27, 1995
Compression Labs, Incorporated
2860 Junction Avenue
San Jose, CA 95134
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Compression Labs, Incorporated (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to 700,000 shares
of the Company's Common Stock, $.001 par value, (the "Shares") pursuant to its
1980 Stock Option Plan, 1984 Employee Stock Purchase Plan, and the 1984
Supplemental Stock Option Plan (the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and Bylaws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans, the
Registration Statement and related Prospectus, will be validly issued, fully
paid and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
By: /s/ PETER F. STONE
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Peter F. Stone
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EXHIBIT 23.1
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Consent of Independent Auditors
The Board of Directors
Compression Labs, Incorporated:
We consent to the use of our reports incorporated herein by reference from the
December 31, 1994, annual report on Form 10-K of Compression Labs, Incorporated.
/s/ KPMG PEAT MARWICK LLP
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KPMG PEAT MARWICK LLP
San Jose, California
July 24, 1995
