As Filed With the Securities and Exchange Commission on August 26, 1994
Registration No. 33-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
AST RESEARCH, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3525565
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
16215 Alton Parkway, Irvine, California 92718
(Address of Principal Executive Offices) (Zip Code)
____________
1994 ONE-TIME GRANT STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
____________
Safi U. Qureshey, Chairman and Chief Executive Officer
AST Research, Inc.
16215 Alton Parkway, Irvine, California 92718
(Name and address of agent for service)
(714) 727-4141
(Telephone number, including area code, of agent for service)
Copy to:
Nick E. Yocca, Esq.
Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Aggregate Offering Amount of
To Be Registered Registered (1) Price Per Share Price (2) Registration Fee
==============================================================================================
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 250,000 shares $14.25 (2) $3,562,500.00 $1,228.45
==============================================================================================
</TABLE>
(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the 1994 One-time
Grant Stock Option Plan for Non-Employee Directors (the "Plan").
(2) The aggregate offering price for 250,000 shares of Common Stock registered
hereby, which are to be offered to the Registrant's non-employee directors
pursuant to the Plan, is determined in accordance with Rule 457(h)(1), on
the basis of the exercise price of the options which were granted under
the Plan on July 1, 1994. Pursuant to the Plan, such per share exercise
price equalled the closing price of the Common Stock of the Registrant on
the NASDAQ National Market System on July 1, 1994.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended July 3, 1993, containing its financial statements for its
fiscal year ended July 3, 1993.
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the Annual
Report referred to in (a) above.
(c) The description of the Registrant's Common Stock that is
contained in the Registrant's registration statements filed under
Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating that description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all of such securities then
remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents, except
as to any portion of any future annual or quarterly report to stockholders
or document that is not deemed filed under such provisions. For the
purposes of this registration statement, any statement in a document
incorporated by reference shall be deemed to be modified or superseded to
the extent that a statement contained in this registration statement modifies
or supersedes a statement in such document. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 4. Description of Securities.
- -----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- ---------------------------------------------------
Section 145 of the Delaware General Corporation Law, as amended
(the "DGCL"), provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. Section 145
further provides that a corporation similarly may indemnify any such person
serving in any such capacity who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor, against
expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of
Chancery or such other court in which such action or suit was brought
shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
Section 102(b)(7) of the DGCL permits a corporation to include in
its certificate of incorporation a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, provided
that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL (relating to unlawful payment
of a dividend and unlawful stock purchase and redemption) or (iv) for any
transaction from which the director derived an improper personal benefit.
The Registrant's Certificate of Incorporation provides that the
Registrant's directors shall not be personally liable to the Registrant
or its stockholders for monetary damages for breach of fiduciary duty
as a director, except (i) for any breach of the director's duty of loyalty
to the Registrant or its stockholders; (ii) for any acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal benefit.
In addition, if the DGCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the
Certificate of Incorporation provides that the liability of a director of
the Registrant shall be eliminated to the fullest extent permitted by the
DGCL, as amended. Repeal or modification of the foregoing provisions of
the Registrant's Certificate of Incorporation by the stockholders shall not
adversely affect any right or protection of a director of the Registrant
existing at the time of such repeal or modification.
The Registrant has obtained an insurance policy that insures its
directors and officers against certain liabilities.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
Not applicable.
Item 8. Exhibits.
- ------------------
The following exhibits are filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
Number Description
------ -----------
<C> <S>
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 27, 1992).
4.2 Bylaws of the Registrant, as amended (incorporated by reference
to Exhibit 3.2 of the Registrant's Quarterly Report on Form 10-Q for
the quarter ended January 1, 1994).
4.3 Form of Amended and Restated Rights Agreement dated as of January 28, 1994
between the Registrant and American Stock Transfer & Trust Co., as Successor
Rights Agent, as adopted by the Board of Directors on January 28, 1994
(incorporated by reference to Exhibit 4.1 of the Registrant's Quarterly Report
on Form 10-Q for the quarter ended January 1, 1994).
4.4 Rights Agreement dated as of August 15, 1989, between the Company and Bank of
America, NT & SA, which included as exhibits thereto Certificate of Designation
of Preferred Stock and Rights Certificate and a Summary of Terms of the Company's
Shareholder Rights Plan (incorporated by reference to Exhibit 1 to the Company's
registration statement on Form 8-A, No. 0-13941, dated August 14, 1989).
4.5 AST Research Inc. 1994 One-Time Grant Stock Option Plan for Non-Employee Directors
(incorporated by reference to Exhibit 10.120 of the Registrant's Quarterly Report on
Form 10-Q for the quarter ended January 1, 1994).
5 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Counsel to
the Registrant.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional Corporation (included in
the Opinion filed as Exhibit 5).
23.2 Consent of Ernst & Young, independent auditors.
24 Power of Attorney (included on signature page to the Registration Statement at page
S-1).
</TABLE>
Item 9. Undertakings.
- ----------------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933 (the "Securities Act"), 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in the 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities Act and is, 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
Securities Act and will be governed by the final adjudication of such issue.
<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 Irvine, State of California, on
the 26th of August, 1994.
AST RESEARCH, INC.
By: Safi U. Qureshey
Chairman and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of AST Research, Inc.,
do hereby constitute and appoint Safi U. Qureshey, James T. Schraith and
Bruce C. Edwards, or any of them, our true and lawful attorneys-in-fact
and agents, each 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 to this Registration Statement, and to file the
same, with 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 or 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 each of said attorneys-in-fact and agents, or his substitute or
substitutes, 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 date indicated.
Signature Title Date
- --------- ----- ----
Safi U. Qureshey Chairman, Chief Executive August 26, 1994
Officer and Director
(Principal Executive
Officer)
James T. Schraith President and Director August 26, 1994
Bruce C. Edwards Executive Vice President, August 26, 1994
Chief Financial Officer
and Director (Principal
Financial Officer)
(signatures continued next page)
<PAGE>
Carmelo J. Santoro Vice Chairman and August 26, 1994
Director
Richard J. Goeglein Director August 26, 1994
Delbert W. Yocam Director August 26, 1994
Jack W. Peltason Director August 26, 1994
August 26, 1994
AST Research, Inc.
16215 Alton Parkway
Irvine, California 92718
Re: Registration Statement on Form S-8
1994 One-Time Grant Stock Option Plan for Non-Employee Directors
Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") being filed by AST Research, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of
1933, as amended, of an aggregate of 250,000 shares of the Company's common
stock, $.01 par value ("Common Stock"), issuable under the Company's 1994
One-Time Grant Stock Option Plan for Non-Employee Directors (the "Plan").
We have examined the proceedings heretofore taken and are familiar with
the additional proceedings proposed to be taken by the Company in connection
with the authorization, issuance and sale of the securities referred to above.
It is our opinion:
1. That stock options, when issued in accordance with the
Plan, will be legally issued and binding obligations of the Company.
2. That 250,000 shares of Common Stock, when issued under the
Plan and against full payment in accordance with the respective terms and
conditions of the Plan, will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
STRADLING, YOCCA, CARLSON & RAUTH
a professional corporation
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1994 One-Time Grant Stock Option Plan for Non
Employee Directors of AST Research, Inc. of our report dated July 27, 1993,
except for Note 2 and the second paragraph of Note 5, as to which the date is
September 30, 1993, with respect to the consolidated financial statements of
AST Research, Inc. included in its Annual Report (Form 10-K) for the year
ended July 3, 1993, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Orange County, California
August 24, 1994
