As Filed with the Securities and Exchange
Commission on January 12, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
INTERDIGITAL COMMUNICATIONS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
PENNSYLVANIA 23-1882087
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification
Organization) Number)
781 Third Avenue
King of Prussia, Pennsylvania 19406
(610) 878-7800
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(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
1997 STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS
---------------------------------------
(Full title of the plan)
William J. Merritt, General Counsel
InterDigital Communications Corporation
781 Third Avenue
King of Prussia, Pennsylvania 19406
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(Name and address of agent for service)
(610) 878-7800
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
| | Proposed | Proposed |
| | maximum | maximum |
| Amount | offering | aggregate | Amount of
Title of shares | to be | price | offering | registration
to be registered | registered | per share(1)| price(1) | fee
- ------------------------------------------------------------------------------
Common Stock | 76,000 | $ 5.50 |$ 418,000 | $ 110.35
($.01 par value) | 246,449 | $ 6.00 |$ 1,478,694 | $ 390.38
| 1,177,551 | [$45.03] |$53,025,121.53| $13,998.63
| | | |
- ------------------------------------------------------------------------------
Total | 1,500,000 | |$54,921,815.53| $14,499.36
==============================================================================
(1) Estimated solely for the purposes of calculating the registration fee on the
basis of, in accordance with Rule 457(h), (i) the option exercise price with
respect to outstanding options to purchase 76,000 shares, (ii) the option
exercise price with respect to outstanding options to purchase 246,449 shares,
and (iii) the average of the high and low prices per share of the registrant's
Common Stock on The American Stock Exchange on January 5, 2000 with respect to
the remaining 1,177,551 shares subject to future grant under the 1997 Stock
Option Plan for Non-Employee Directors.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by InterDigital
Communications Corporation ("registrant" or the "Company") with the Securities
and Exchange Commission (the "Commission") are incorporated by reference into
this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1998;
(b) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999;
(c) the description of the Common Stock, par value $.01 per share (the
"Common Stock"), of the Company contained in the Company's Registration
Statement on Form 8-A dated April 28, 1987, including any amendments or
reports filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered pursuant to this Registration Statement
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
The Common Stock, which is the class of securities offered pursuant to this
Registration Statement, is registered under the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock registered hereunder has been passed upon
for the Company by William J. Merritt, Esq., 781 Third Avenue, King of Prussia,
Pennsylvania 19406. Mr. Merritt is General Counsel, Executive Vice President and
Secretary of the Company, and Mr. Merritt owns 18,230 shares of Common Stock and
options to purchase 160,000 shares of Common Stock.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
Sections 1741-1750 of the Pennsylvania Business Corporation Law of 1988
(the "BCL") and the Company's By-Laws provide for indemnification of the
Company's directors and officers and certain other persons. Under Sections
1741-1750 of the BCL, directors and officers of the Company may be indemnified
by the Company against all expenses incurred in connection with actions
(including, under certain circumstances, derivative actions) brought against
such director or officer by reason of his or her status as a representative of
the Company, or by reason of the fact that such director or officer serves or
served as a representative of another entity at the Company's request, so long
as the director or officer acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
Company. As permitted under the BCL, the Company's By-Laws provide that the
Company shall indemnify directors and officers against all expenses incurred in
connection with actions (including derivative actions) brought against such
director or officer by reason of the fact that he or she is or was a director or
officer of the Company, or by reason of the fact that such director or officer
serves or served as an employee or agent of any entity at the Company's request,
unless the act or failure to act on the part of the director or officer giving
rise to the claim for indemnification is determined by a court in a final,
binding adjudication to have constituted willful misconduct or recklessness.
Item 7. Exemption from Registration Claimed.
No restricted securities are being reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits.
Exhibit No. Description
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5 Opinion of William J. Merritt, Esquire
23.1 Consent of Independent Accountants (See "Consent of
Independent Public Accountants" at page 6)
23.2 Consent of William J. Merritt, Esquire (Included in
Exhibit 5)
24 Power of Attorney (See Signature Page at page 7)
Item 9. Undertakings
The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made
pursuant to this Registration Statement, a post-effective amendment to this
registration statement:
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<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of of
securities offered would not exceed that which is registered) and any
deviation from the low or high end of the estimated maximum 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 20 percent change in the maximum aggregate offering price set
forth in "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 this registration statement or any
material change to such information in this registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
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<PAGE>
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 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 Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 King of Prussia, Pennsylvania, on January 7, 2000.
INTERDIGITAL COMMUNICATIONS CORPORATION
By: /s/ Howard E. Goldberg
----------------------
Howard E. Goldberg, Interim President
and principal executive officer
By: /s/ Richard J. Fagan
--------------------
Richard J. Fagan, Executive Vice President
and Chief Financial Officer, principal
financial officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Howard E. Goldberg and William J.
Merritt, and each or any 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
and about the premises, 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, his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.
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.
Date: January 7, 2000 /s/ Harry G. Campagna
----------------------------------------
Harry G. Campagna, Chairman of the Board
Date: January 7, 2000 /s/ D. Ridgely Bolgiano
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D. Ridgely Bolgiano, Director
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<PAGE>
Date: January 7, 2000 /s/ Steven T. Clontz
--------------------------
Steven T. Clontz, Director
Date: January 7, 2000 /s/ Joseph S. Colson, Jr.
--------------------------
Joseph S. Colson, Director
Date: January 7, 2000 /s/ Robert S. Roath
-------------------------
Robert S. Roath, Director
-8-
<PAGE>
EXHIBIT INDEX
Exhibit No.
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5 Opinion of William J. Merritt, Esquire.
23.1 Consent of Arthur Andersen LLP.
January 12, 2000
InterDigital Communications Corporation
781 Third Avenue
King of Prussia, PA 19406
Re: Registration Statement on Form S-8
Dear Sir or Madam:
Reference is made to a Registration Statement on Form S-8 of InterDigital
Communications Corporation (the "Company") which is being filed with the
Securities and Exchange Commission on the date hereof (the "Registration
Statement"). Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Registration Statement.
The Registration Statement covers 1,500,000 shares of Common Stock, $.01
par value per share, of the Company (the "Shares"), which may be issued by the
Company upon exercise of options granted or available for grant under the
Company's 1997 Stock Option Plan for Non-Employee Directors (the "Plan").
I have examined the Registration Statement, including the exhibits thereto,
the Company's Articles of Incorporation, as amended, the Company's By-laws, the
Plan and such other documents as I have deemed appropriate. In the foregoing
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the authenticity of all
documents submitted to me as copies of originals.
Based upon the foregoing, I am of the opinion that the Shares, when issued
and paid for in accordance with the terms of, and upon exercise of the options
granted under, the Plan, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Sincerely,
William J. Merritt
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
February 24, 1999, included in InterDigital Communications Corp.'s Form 10-K for
the year ended December 31, 1998.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
January 11, 2000
