<PAGE> 1
As filed with the Securities and Exchange Commission on January 29, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMPRESSION LABS, INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 94-2390960
(State of Incorporation) (I.R.S. Employer Identification No.)
350 EAST PLUMERIA DRIVE
SAN JOSE, CA 95134
(408) 435-3000
(Address of principal executive offices)
1980 STOCK OPTION PLAN
1984 EMPLOYEE STOCK PURCHASE PLAN
1984 SUPPLEMENTAL STOCK OPTION PLAN
1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plans)
MICHAEL E. SEIFERT, VICE PRESIDENT, FINANCE AND CHIEF ACCOUNTING OFFICER
COMPRESSION LABS, INCORPORATED
350 EAST PLUMERIA DRIVE
SAN JOSE, CA 95134
(408) 435-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
CRAIG E. DAUCHY, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CA 94306
(415) 843-5000
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES OFFERING PRICE PER AGGREGATE OFFERING
TO BE REGISTERED AMOUNT TO BE SHARE (1) PRICE (1) AMOUNT OF
REGISTERED REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par
value $.001) 660,000 $ 3.72 $2,455,200.00 $744.00
===================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to 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 Registrant's Common Stock on January 24, 1997 as reported
on the Nasdaq National Market.
<TABLE>
<CAPTION>
============================================================================================================
OFFERING PRICE PER AGGREGATE OFFERING
TITLE OF SHARES NUMBER OF SHARES SHARE PRICE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Stock Options and Common Stock pursuant to
the 1980 Stock Option Plan, as amended. 1984
Supplemental Stock Option Plan, as amended.
1984 Employee Stock Purchase Plan, as
amended. 600,000 $3.72 $ 2,232,000
- ------------------------------------------------------------------------------------------------------------
Stock Options and Common Stock pursuant to
the 1992 Non-Employee Directors' Stock Option
Plan 60,000 $3.72 $ 223,200
- ------------------------------------------------------------------------------------------------------------
Proposed maximum aggregate offering price $ 2,455,200
- ------------------------------------------------------------------------------------------------------------
x.000303030303
- ------------------------------------------------------------------------------------------------------------
Registration Fee $ 744.00
============================================================================================================
</TABLE>
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
<PAGE> 3
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
This Registration Statement on Form S-8 is being filed for the purpose of
registering an aggregate of 660,000 additional shares of 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, the 1984 Employee Stock Purchase Plan, as amended and the 1992
Non-Employee Directors' Stock Option Plan (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. 33-61349,
33-79790, 33-70950, 33-70860, 33- 40405, 33-32366, 33-24383, 33-17283, 33-09217,
2-96228 and 2-92695, filed with the Commission on July 27, 1995, June 6, 1994,
October 27, 1993, October 27, 1993, April 30, 1991, November 30 1989, September
13, 1988, September 17, 1987, October 1, 1986, March 5, 1985 and August 9, 1984,
respectively) are incorporated by reference herein.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<S> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of independent auditors KPMG Peat Marwick LLP.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
</TABLE>
<PAGE> 4
SIGNATURES
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 January 29,
1997.
COMPRESSION LABS, INCORPORATED
By: /s/ T. Gary Trimm
T. Gary Trimm
President, Chief Executive Officer, Principal
Financial Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints T. Gary Trimm, Michael E. Seifert and
Glen R. Jones, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ T. Gary Trimm President, Chief Executive
- ------------------------------- Officer, and Director (Principal January 29, 1997
(T. Gary Trimm) Executive and Financial Officer)
/s/ Michael E. Seifert Vice President, Finance,
- ------------------------------- Treasurer and Chief Accounting January 29, 1997
(Michael E. Seifert) Officer (Principal Accounting
Officer)
/s/ Arthur G. Anderson Director, Chairman of the Board January 29, 1997
- ------------------------------- of Directors
(Arthur G. Anderson)
/s/ Robert J. Casale Director January 29, 1997
- -------------------------------
(Robert J. Casale)
/s/ Robert B. Liepold Director
- ------------------------------- January 29, 1997
(Robert B. Liepold)
/s/ David A. Wegmann Director January 29, 1997
- -------------------------------
(David A. Wegmann)
</TABLE>
3.
<PAGE> 6
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of independent auditors KPMG Peat Marwick LLP.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
4.
<PAGE> 1
Exhibit 5.1 ATTORNEYS AT LAW San Francisco, CA
415 693-2000
Menlo Park, CA
Five Palo Alto Square 415 843-5000
3000 El Camino Real
Palo Alto, CA San Diego, CA
94306-2155 619 550-6000
Main 415 843-5000
Fax 415 857-0663 Boulder, CO
303 546-4000
Denver, CO
December 26, 1996 http://www.cooley.com 303 606-4800
CRAIG E. DAUCHY
Compression Labs Incorporated 415 843-5033
350 E. Plumeria Drive
San Jose, CA 95134 [email protected]
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 (the "Commission"), covering an additional
660,000 shares of common stock to be reserved under the Company's 1980 Stock
Option Plan, 1984 Supplemental Stock Option Plan, 1984 Stock Purchase Plan and
1992 Non-Employee Stock Option Plan (the "Common Stock").
In connection with this opinion, we have examined and relied upon the
Registration Statement and related prospectus, the Company's Certificate of
Incorporation, Certificate of Designation and Bylaws, as amended, and the
originals or copies certified to our satisfaction of such records, documents,
certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock, when sold and issued in accordance with the Registration
Statement and related prospectus, will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
/s/ Craig E. Dauchy
Craig E. Dauchy
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Compression Labs, Inc.:
We consent to incorporation herein by reference of our reports dated March 13,
1996, relating to the consolidated balance sheets of Compression Labs, Inc. and
subsidiaries as of December 31, 1994 and 1995, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1995, and the related
schedule, which reports appear in the December 31, 1995, annual report and Form
10-K of Compression Labs, Inc.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
San Jose, California
January 28, 1997
