<PAGE>
As filed with the Securities and Exchange Commission on October 27, 1995.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STANFORD TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2207636
______________________________ ______________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1221 Crossman Avenue
Sunnyvale, California 94089-1117
______________________________ ______________________________
(Address of Principal Executive Offices) (Zip Code)
STANFORD TELECOMMUNICATIONS, INC.
1991 STOCK OPTION PLAN
__________________________________________________
(Full title of the plan)
Copy to:
GARY S. WOLF JONATHAN M. OCKER, ESQ.
Senior Vice President and Chief NANCY M. VU, ESQ.
Financial Officer Pillsbury Madison & Sutro
Stanford Telecommunications, Inc. 2700 Sand Hill Road
1221 Crossman Avenue Menlo Park, California 94025
Sunnyvale, California 94089-1117 (415) 233-4500
(408) 745-0818
____________________ ____________________
(Name, address and telephone
number, including area code,
of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price per Offering Registration
Registered Registered(1) Share Price (2) Fee(3)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 500,000 shares $21.75 $10,875,000 $3,751
($.01 par
value)
- --------------------------------------------------------------------------------
<FN>
(1) 500,000 shares are being registered pursuant to the Stanford
Telecommunications, Inc. 1991 Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices as reported on The Nasdaq
Stock Market on October 26, 1995.
(3) The registration fee has been calculated pursuant to Rule 457(h).
</TABLE>
_________________
The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
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<PAGE>
PART I
------
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
Item 1. Plan Information.*
- ------ ----------------
Item 2. Registrant Information and Employee Plan Annual Information.*
- ------ -----------------------------------------------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Certain Documents by Reference.
- ------ -----------------------------------------------
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:
(1) Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995.
(2) Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1995.
(3) The description of Registrant's common stock contained in Registrant's
registration statement on Form 8-B filed under the Exchange Act.
In addition, all documents subsequently filed by Registrant 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, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
- ------ -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
Not applicable.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
- ------ -----------------------------------------
Under Section 145 of the General Corporation Law of the State of
Delaware, the state in which the Registrant is incorporated, a Delaware
corporation has the power, under specified circumstances, to indemnify its
directors, officers, employees and agents in connection with actions, suits or
proceedings brought against them by a third party, or by or in the right of the
corporation, by reason of the fact that they were or are such directors,
officers, employees or agents. In general, Section 145 provides that a
corporation has the power to indemnify directors, officers, employees or agents
where the individual acted in good faith and in a manner such individual
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 such individual's conduct was unlawful. In
circumstances where the individual shall have been adjudged to be liable for
negligence or misconduct in the performance of such individual's duty to the
corporation, indemnification will be allowed only to the extent that the court
considering the action decides, in view of the circumstances, the individual is
entitled to indemnity.
As permitted by sections 102 and 145 of the Delaware GCL, Registrant's
Certificate of Incorporation, as amended, includes certain provisions whereby
officers and directors of Registrant are to be indemnified against certain
liabilities. The Certificate of Incorporation also limits to the fullest extent
permitted by Delaware Law a director's liability to Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
including gross negligence, except liability for (i) breach of the director's
duty of loyalty, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (iii) the unlawful
payment of a dividend or unlawful stock purchase or redemption, and (iv) any
transaction from which the director derives an improper personal benefit.
Delaware Law does not permit a corporation to eliminate a director's duty of
care and this provision of Registrant's Certificate of Incorporation has no
effect on the availability of equitable remedies, such as injunction or
rescission, based upon a director's breach of the duty of care.
Registrant has entered into indemnity agreements with each of its
current directors and officers which provide for indemnification of, and
advancement of expenses to, such persons to the greatest extent permitted by
Delaware Law, including by reason of action or inaction occurring in the past
and circumstances in which indemnification and the advancement of expenses are
discretionary under Delaware Law.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not applicable.
-3-
<PAGE>
Item 8. Exhibits.
- ------ --------
See Index to Exhibits.
Item 9. Undertakings.
- ------ ------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this registration statement:
(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 the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this 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 (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, 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 section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Regis-
tration 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.
-4-
<PAGE>
(b) The undersigned Registrant hereby further 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 section
15(d) of the Securities Exchange Act of 1934 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.
(c) 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, 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 con-
nection 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 indem-
nification by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
-5-
<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 autho-
rized, in the City of Sunnyvale, State of California, on October 24, 1995.
STANFORD TELECOMMUNICATIONS, INC.
By /s/ VAL P. PELINE
------------------------------------------
Val P. Peline
President and Chief Executive Officer
(Principal Executive 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 date indicated:
Signature Title Date
--------- ----- -----
Val P. Peline * President and Chief October 24, 1995
Executive Officer
(Principal Executive
Officer)
Gary S. Wolf * Senior Vice President, October 24, 1995
Chief Financial Officer
(Principal Financial and
Accounting Officer)
James J. Spilker, Jr. * Chairman of the Board October 24, 1995
Michael Berberian * Director October 24, 1995
John W. Brownie * Director October 24, 1995
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<PAGE>
Signature Title Date
--------- ----- ----
P. Marshall Fitzgerald * Director October 24, 1995
Milton W. Holcombe * Director October 24, 1995
Leonard Schuchman * Director October 24, 1995
C. Jerome Waylan * Director October 24, 1995
* By /s/ VAL P. PELINE
--------------------
Val P. Peline
Attorney-in-Fact
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<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Exhibit
- ------- -------
3.1 Articles of Incorporation of the
Registrant, as amended*
3.2 Bylaws of the Registrant*
5.1 Opinion regarding legality of
securities to be offered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Pillsbury Madison &
Sutro (included in exhibit 5.1)
24.1 Power of Attorney
[FN]
* Incorporated by reference to Exhibits 3.1 and 3.2, respectively, to the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1995.
-8-
<PAGE>
Exhibit 5.1
-----------
Law Offices Of
PILLSBURY MADISON & SUTRO
2700 Sand Hill Road
San Francisco MENLO PARK, CALIFORNIA 94025-7020 San Diego
Los Angeles Telephone: (415) 233-4500 Orange County
San Jose Fax: (415) 233-4545 Sacramento
Washington, D.C. Tokyo
__________
October 27, 1995
Stanford Telecommunications, Inc.
1221 Crossman Avenue
Sunnyvale, California 94089
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Stanford Telecommunications, Inc., a Delaware corporation (the "Company"), with
the Securities and Exchange Commission under the Securities Act of 1933, relat-
ing to 500,000 additional shares of the Company's Common Stock issuable pursuant
to the Company's 1991 Stock Option Plan (the "Plan"), it is our opinion that
such shares of the Common Stock of the Company, when issued and sold in
accordance with the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO
[06260]
<PAGE>
Exhibit 23.1
------------
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated May 2, 1995
(except with respect to the matter discussed in Note 9, as to which the date is
May 9, 1995), incorporated by reference in Stanford Telecommunications, Inc.'s
Form 10-K for the year ended March 31, 1995.
/s/ ARTHUR ANDERSEN LLP
San Jose, California
October 27, 1995
<PAGE>
Exhibit 24.1
------------
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Val P. Peline or Gary S. Wolf, his
attorney-in-fact, 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 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, hereby
ratifying and confirming all that said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue thereof.
Signature Title Date
--------- ----- ----
/s/ VAL P. PELINE President and Chief October 24, 1995
- -------------------------- Executive Officer
Val P. Peline (Principal Executive
Officer)
/s/ GARY S. WOLF Senior Vice President, October 24, 1995
- -------------------------- Chief Financial Officer
Gary S. Wolf (Principal Financial and
Accounting Officer)
/s/ JAMES J. SPILKER, JR. Chairman of the Board October 24, 1995
- --------------------------
James J. Spilker, Jr.
/s/ MICHAEL BERBERIAN Director October 24, 1995
- --------------------------
Michael Berberian
/s/ JOHN W. BROWNIE Director October 24, 1995
- --------------------------
John W. Brownie
-1-
<PAGE>
Signature Title Date
--------- ----- ----
/s/ P. MARSHALL FITZGERALD Director October 24, 1995
- --------------------------
P. Marshall Fitzgerald
/s/ MILTON W. HOLCOMBE Director October 24, 1995
- --------------------------
Milton W. Holcombe
/s/ LEONARD SCHUCHMAN Director October 24, 1995
- --------------------------
Leonard Schuchman
/s/ C. JEROME WAYLAN Director October 24, 1995
- --------------------------
C. Jerome Waylan
-2-
