As Filed With the Securities and Exchange Commission on January 26, 1996
Registration No. 33-
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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 (I.R.S. Employer Identification No.)
incorporation or organization)
16215 ALTON PARKWAY, IRVINE, CALIFORNIA 92718
(Address of Principal Executive Offices) (Zip Code)
________________________
1989 LONG-TERM INCENTIVE PROGRAM, AS AMENDED
(Full title of the plan)
________________________
Ian W. Diery, President 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 Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, 3,600,000 $8.8125 $31,725,000.00 $10,940.00
$0.01 par value shares (2) (2)
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</TABLE>
(1) Includes such additional shares of Common Stock that may become
issuable pursuant to the anti-dilution adjustment provisions of the 1989
Long-Term Incentive Program, as amended (the "Plan"); estimated pursuant to
an "evergreen" amendment of the Plan as a result of which the number of
shares of Common Stock available for grant or award under the Plan increase
at the end of each fiscal year in an amount equal to 2% of the Registrant's
Common Stock then outstanding; an aggregate of 6,480,000 shares issuable
under the Plan were previously registered on Forms S-8 (Registration Nos.
33-29345 and 33-57234).
(2) Estimated solely for purposes of calculating the registration fee, in
accordance with Rule 457(h), on the basis of the price of securities of the
same class, as determined in accordance with Rule 457(c), using the average
of the high and low price reported by the Nasdaq National Market for the
Common Stock on January 23, 1996, which was $8.8125 per share.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement relates to the AST Research, Inc. 1989
Long-Term Incentive Program, as amended (the "Plan"). The Plan was amended by
the Registrant's Board of Directors on August 25, 1992, subject to stockholder
approval, which was obtained at the Registrant's October 29, 1992 Annual Meeting
of Stockholders. As so amended, the Plan has an "evergreen" provision pursuant
to which the number of shares of Common Stock available for grant or award under
the Plan increases at the end of each fiscal year in an amount equal to 2% of
the Registrant's Common Stock then outstanding. Initially, an aggregate of
4,000,000 shares (as adjusted to reflect the two-for-one stock split effective
as of January 31, 1991) of Common Stock were available for grant or award under
the Plan, and such 4,000,000 shares were registered on this form on June 20,
1989 (Registration No. 33-29345). An additional 2,480,000 shares were
registered on this form on January 21, 1993 (Registration No. 33-57234) to cover
then estimated additional shares issuable under the Plan, and this registration
statement covers estimated additional shares of Common Stock issuable under the
Plan.
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents are incorporated herein by reference:
(a) The contents of the Registrant's Registration Statements on Form S-8
(Registration No. 33-29345 and Registration No. 33-57234).
Item 8. Exhibits.
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The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
Number Description
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<C> <S>
5.1 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 5.1).
23.2 Consent of Ernst & Young LLP, independent
auditors.
24.1 Power of Attorney (included on signature page
to the Registration Statement at page S-1).
</TABLE>
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 day of
January, 1996.
AST RESEARCH, INC.
By: Ian Diery
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of AST Research, Inc., do hereby
constitute and appoint Ian W. Diery and Dennis R. Leibel, or either 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
- --------- ----- ----
Ian W. Diery President, Chief Executive January 26, 1996
Officer and Director
(Principal Executive Officer and
Acting Principal Financial Officer)
Mark P. de Raad Vice President, Controller and January 26, 1996
Principal Accounting Officer
(Principal Accounting Officer)
Safi U. Qureshey Chairman of the Board and Director January 26, 1996
Hoon Choo Director January 26, 1996
Richard J. Goeglein Director January 26, 1996
Kwang-Ho Kim Director January 26, 1996
Young Soo Kim Director January 26, 1996
Jack W. Petalson Director January 26, 1996
Carmelo J. Santoro Director January 26, 1996
Won Suk Yang Director January 26, 1996
Hee Dong Yoo Director January 26, 1996
January 25, 1996
AST Research, Inc.
16215 Alton Parkway
Irvine, California 92718
RE: Registration Statement on Form S-8 - 1989 Long-Term Incentive
Program, as amended
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 3,600,000 shares of the Company's Common Stock, $.01 par value
("Common Stock"), issuable under the Company's 1989 Long-Term Incentive Program,
as amended (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. Based
on the foregoing, it is our opinion that:
1. Stock options, stock appreciation rights and restricted stock, when
issued in accordance with the Plan, will be legally issued and binding
obligations of the Company; and
2. The 3,600,000 shares of Common Stock, when issued under the Plan and
against full payment in accordance with the 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
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1989 Long-Term Incentive Program, as amended, of
AST Research, Inc. of our report dated July 26, 1995, except for Notes 5, 6, 8,
11 and 14, as to which the date is August 31, 1995, with respect to the
consolidated financial statements and schedules of AST Research, Inc. included
in its Annual Report (Form 10-K) for the year ended July 1, 1995, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Orange County, California
January 23, 1996
