<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JULY 22, 1997
Registration No. 33-
---
________________________________________________________________________________
UNITED STATES
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
EMPLOYEE STOCK PURCHASE PLAN
------------
<TABLE>
<S> <C>
B. ROBERT SUH Copy to:
CHIEF FINANCIAL 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>
Calculation of Registration Fee
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Each Class of Amount of Shares Offering Price Aggregate Amount of
Securities to be Registered to be Registered per Share (2) Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
without par value 1,300,000 (1) $1.05 $1,365,000 $470.69
</TABLE>
(Cover continued on next page)
<PAGE>
(1) Includes 800,000 additional shares available for issuance under the Digital
Sound Corporation 1983 Stock Option Plan (the "1983 Plan"), and 500,000
additional shares available for issuance under The Digital Sound
Corporation Employee Stock Purchase Plan. The 1983 Plan authorizes the
issuance of a maximum of 6,500,000 shares. However, the offer and sale of
5,700,000 of the shares, which have been or may be issued upon exercise of
options under the 1983 Plan, have already been registered pursuant to Form
S-8 Registration Statements Nos. 33-35019, 33-42184, 33-50376, 33-67000 and
333-09755. The Employee Stock Purchase Plan authorizes the issuance of a
maximum of 2,000,000 shares. However, the offer and sale of 1,500,000 of
the shares, which have been or may be issued upon exercise of options under
the Employee Stock Purchase Plan, have already been registered pursuant to
Form S-8 Registration Statement Nos. 33-35019, 33-42184, 33-50376 and 33-
67000.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(c), the Proposed Maximum Offering Price per Share, the Proposed Maximum
Aggregate Offering Price and the Amount of Registration Fee are based upon
the average of the high and low prices for the Company's Common Stock as
reported on the Nasdaq National Market on July 18, 1997.
-2-
<PAGE>
PART I
This Registration Statement covers additional securities registered
for issuance under the Digital Sound Corporation 1983 Stock Option Plan and the
Digital Sound Corporation Employee Stock Purchase Plan. 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, 33-67000 and 333-09755, 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, 1996; filed on March 31, 1997;
B. All other reports filed by the Company pursuant to Section 13(a)
15(d) of the Securities Exchange Act of 1934 since December
31, 1996;
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
<TABLE>
<S> <C>
5.1 Opinion of Latham & Watkins
23.1 Consent of Ernst & Young LLP
23.2 Consent of Latham & Watkins (included in Exhibit 5.1)
24 Power of Attorney (included on signature page to this
Registration Statement)
</TABLE>
-3-
<PAGE>
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-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 22nd day of July,
1997.
DIGITAL SOUND CORPORATION
By: /s/ B. Robert Suh
--------------------------
B. Robert Suh
Vice President Finance and
Chief Finance 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>
/s/ Mark C. Ozur President, July 22, 1997
- -------------------------------- Chief Executive Officer,
Mark C. Ozur and Director
/s/ B. Robert Suh Vice President, Finance July 22, 1997
- ---------------------------- Chief Financial Officer;
B. Robert Suh Principal Accounting Officer
/s/ John D. Beletic Director July 22, 1997
- -----------------------
John D. Beletic
/s/ Bandel L. Carano Director July 22, 1997
- -----------------------
Bandel L. Carano
/s/ J. David Hann Director July 22, 1997
- --------------------------------
J. David Hann
/s/ Frederick J. Warren Director July 22, 1997
- ------------------------------
Frederick J. Warren
</TABLE>
<PAGE>
EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
Digital Sound Corporation
6307 Carpinteria Avenue
Carpinteria, California 93013
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 the offer and sale of (i) an additional 800,000 shares of Common
Stock, without par value (the "Common Stock"), to be offered and sold by Digital
Sound Corporation (the "Corporation") pursuant to the Digital Sound Corporation
1983 Stock Option Plan, as amended to date (the "1983 Plan"), and (ii) an
additional 500,000 shares of Common Stock to be offered and sold by the
Corporation pursuant to the Digital Sound Corporation Employee Stock Purchase
Plan, as amended to date (the "Purchase Plan"; such 1,300,000 shares of Common
Stock in the aggregate being hereinafter referred to as the "Shares").
In our capacity as counsel to the Corporation, we are familiar with
the proceedings undertaken in connection with the authorization, issuance and
proposed 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 to 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 1983 Plan or the Purchase Plan, as applicable, and delivery and payment
therefor of legal consideration, the Shares will be validly issued, fully paid
and nonassessable.
We hereby 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 Digital Sound Corporation 1983 Stock Option Plan and The
Employee Stock Purchase Plan of our report dated January 25, 1997, 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 31,1996
and the related financial statement schedules included therein, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Woodland Hills, California
July 22, 1997
