<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON AUGUST 7, 1996
Registration No. 33-____
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------------
DIGITAL SOUND CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3222624
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6307 CARPINTERIA AVENUE 93013
CARPINTERIA, CALIFORNIA (Zip Code)
(Address of principal executive offices)
-----------------
THE DIGITAL SOUND CORPORATION
1983 STOCK OPTION PLAN
AND
THE AMENDED AND RESTATED STOCK OPTION PLAN
FOR INDEPENDENT DIRECTORS OF DIGITAL SOUND CORPORATION
-----------------
JO E. LAMOREAUX Copy to:
PRINCIPAL ACCOUNTING OFFICER
DIGITAL SOUND CORPORATION BRIAN G. CARTWRIGHT, ESQ.
6307 CARPINTERIA AVENUE LATHAM & WATKINS
CARPINTERIA, CALIFORNIA 93013 633 WEST FIFTH STREET
(805) 566-2000 SUITE 400
(Name, address, including zip code and LOS ANGELES, CALIFORNIA 90071
telephone number, including area code, (213) 485-1234
of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Each Class of Amount of Shares to be Offering Price per Aggregate Offering Amount of Registration
Securities to be Registered Registered Share (2) Price Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
without par value 400,000 (1) $1.72 $688,000 $237.24
</TABLE>
(Cover continued on next page)
<PAGE>
(1) Includes 200,000 additional shares available for issuance under the Digital
Sound Corporation 1983 Stock Option Plan (the "1983 Plan"), and 200,000
additional shares available for grant under The Amended And Restated Stock
Option Plan for Independent Directors of Digital Sound Corporation, (the
"Directors Plan"). The 1983 Plan authorizes the issuance of a maximum of
5,700,000 shares. However, 5,500,000 of the shares, which have been or may
be issued upon exercise of options under the 1983 Plan, have already been
issued pursuant to Form S-8 Registration Statements Nos. 33-35019, 33-
42184, 33-50376 and 33-67000. The Directors Plan authorizes the issuance of
a maximum of 500,000 shares. However, 300,000 of the shares, which have
been or may be issued upon exercise of options under the Directors Plan,
have already been registered pursuant to Form S-8 Registration Statement
Nos. 33-35019, 33-42184 and 33-67000.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(c), the Proposed Maximum Offering Price per Share and the Amount of
Registration Fee are based upon the average of the high and low prices for
the CompanyOs Common Stock in the over-the-counter market, as reported on
the NASDAQ National market system on August 5, 1996.
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<PAGE>
PART I
This Registration Statement covers additional securities registered
for issuance under the Digital Sound Corporation 1983 Stock Option Plan and the
Amended and Restated Stock Option Plan for Independent Directors of Digital
Sound Corporation. The contents of the prior Form S-8 Registration Statements of
Digital Sound Corporation relating to said plans, Nos. 33-35019, 33-42184, 33-
50376 and 33-67000, are incorporated herein by reference.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Digital Sound
Corporation, a California corporation (the "Company")are incorporated as of
their respective dates in this Registration Statement by reference:
A. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
B. All other reports filed by the Company pursuant to Sections 13(a)
and 15(d) of the Securities Exchange Act of 1934 since April 28,
1996; and
C. Description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 filed with the
Commission on January 19, 1990 (No. 33-33066).
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 8. Exhibits
5.1 Opinion of Latham & Watkins
23.1 Consent of Ernst & Young
23.2 Consent of Latham & Watkins (included in Exhibit 5.1)
24 Power of Attorney (included on signature page to this
Registration Statement)
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<PAGE>
SIGNATURES
Pursuant to 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
Carpinteria, California, on this 28th day of June, 1996.
DIGITAL SOUND CORPORATION
By: /s/ Jo E. Lamoreaux
----------------------
Jo E. Lamoreaux
Controller and
Principal Accounting 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. Each person whose signature appears below
hereby authorizes Mark C. Ozur and B. Robert Suh, or either of them, as
attorney-in-fact, with full power of substitution, to sign on his behalf,
individually and in such capacity as stated below, and to file any amendments,
including post-effective amendments or supplements, to this Registration
Statement.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
Chief Executive Officer:
President,
Chief Executive Officer,
s/ Mark C. Ozur and Director August 2, 1996
- --------------------------
Mark C. Ozur
Chief Financial Officer:
Vice President, Finance
/s/ B. Robert Suh Chief Financial Officer August 2, 1996
- --------------------------
B. Robert Suh
Controller and Principal Accounting Officer:
Controller and Principal
/s/ Jo E. Lamoreaux Accounting Officer August 2, 1996
- --------------------------
Jo E. Lamoreaux
Directors:
/s/ John D. Beletic Director August 2, 1996
- --------------------------
John D. Beletic
/s/ Bandel L. Carano Director August 2, 1996
- --------------------------
Bandel L. Carano
/s/ J. David Hann Director August 2, 1996
- --------------------------
J. David Hann
/s/ Frederick J. Warren Director August 2, 1996
- --------------------------
Frederick J. Warren
</TABLE>
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<PAGE>
EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
Digital Sound Corporation
6307 Carpinteria Avenue
Carpinteria, California 93013
Re: Digital Sound Corporation Common Stock
Without Par Value
-----------------
Gentlemen and Ladies:
We understand that you intend to file a Registration Statement on Form
S-8 (the "Registration Statement") with the Securities and Exchange Commission
in connection with the registration under the Securities Act of 1933, as
amended, of (i) an additional 200,000 shares of Common Stock, without par value
(the "Common Stock"), to be offered and sold by Digital Sound Corporation (the
"Company") under The Amended and Restated Stock Option Plan for Independent
Directors of Digital Sound Corporation (the "Directors Plan") and (ii) an
additional 200,000 shares of Common Stock to be offered and sold by the Company
under the Digital Sound Corporation 1983 Employee Stock Option Plan (the "1983
Plan"; such 400,000 shares of Common Stock to be offered and sold pursuant to
the Directors Plan and the 1983 Plan being hereinafter referred to as the
"Shares").
In our capacity as special counsel for the purpose of rendering this
opinion, we are familiar with the proceedings undertaken in connection with the
authorization, issuance and sale of the Shares. Additionally, we have examined
such questions of law and fact as we have considered necessary or appropriate
for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies. We are opining herein as the effect on the subject transactions only of
the law of the State of California, and we express no opinion as to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or any matters of municipal law or the laws of any local agencies
within such State.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized, and upon the due issuance of the Shares under the terms of
the Directors Plan and the 1983 Plan, as applicable, and delivery and payment
therefor of legal consideration, the Shares will be validly issued, fully paid
and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to The Amended And Restated Stock Option Plan for Independent
Directors of Digital Sound Corporation and The Digital Sound Corporation 1983
Stock Option Plan of our report dated January 25, 2996, with respect to the
financial statements of Digital Sound Corporation incorporated by reference in
its Annual Report (Form 10-K) for the year ended December 31,1995 and the
related financial statement schedules included therein, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Woodland Hills, California
August 6, 1996
