As filed with the Securities and Exchange Commission on
August 17, 1998
Registration No. 333-
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 (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
1221 CROSSMAN AVENUE, SUNNYVALE, CALIFORNIA 94089-1117
(Address, including zip code, of principal executive offices)
1992 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
GARY S. WOLF
STANFORD TELECOMMUNICATIONS, INC.
1221 CROSSMAN AVENUE
SUNNYVALE, CALIFORNIA 94089-1117
(408) 745-0818
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
CARISSA C. W. COZE
THELEN REID & PRIEST LLP
TWO EMBARCADERO CENTER, SUITE 2100
SAN FRANCISCO, CALIFORNIA 94111-3995
CALCULATION OF REGISTRATION FEE
Title of securities Amount to Proposed Proposed Amount of
to be be maximum maximum registration
registered registered offering aggregate fee
(1) price offering
per share price (2)
(2)
Common Stock, $0.01 300,000 $11.1875 $3,356,250.00 $990.09
par value
(1) The maximum number of additional shares of Common Stock to
be offered under the 1992 Employee Stock Purchase Plan.
(2) Estimated solely for the purpose of determining the
registration fee in accordance with Rule 457(h) under the
Securities Act of 1933, as amended. The above calculation is
based on the average of the reported high and low prices of the
Common Stock on the Nasdaq National Market on August 11, 1998.
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INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
This Registration Statement is filed to register 300,000
shares of Common Stock, $0.01 par value ("Common Stock") of
Stanford Telecommunications, Inc., a Delaware corporation (the
"Registrant"), which shares are authorized to be issued pursuant
to the Registrant's 1992 Employee Stock Purchase Plan, as amended
(the "Plan"). A registration statement on Form S-8 (File No. 33-
68534) with respect to 200,000 shares of Common Stock authorized
to be issued pursuant to Plan (the "Prior Registration
Statement") was filed by the Registrant on September 9, 1993. On
February 28, 1997, the Registrant distributed a stock dividend,
effecting a two-for-one split of the Common Stock. Pursuant to
Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), the Prior Registration Statement is deemed to
cover the additional 200,000 shares of Common Stock issuable
under the Plan as a result of the stock dividend. Except for
Part II, Items 3, 6, 8 and 9, which are set forth below, the
contents of the Prior Registration Statement are hereby
incorporated by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and
Exchange Commission (the "Commission") by the Registrant are
specifically incorporated by reference herein and form an
integral part of this Registration Statement:
(a) Annual Report on Form 10-K for the year ended
March 31, 1998, filed June 24, 1998 (File
No. 001-11473);
(b) All other reports filed 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 Registrant document referred
to in (a) above; and
(c) The description of the Common Stock contained in
the Registrant's registration statement on Form 8-K,
filed under the Exchange Act on August 4, 1998,
including any amendment or report filed for the purpose
of updating such description.
All reports and other documents subsequently filed by the
Registrant with the Commission pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such reports and other documents (except that
no document shall be deemed to be incorporated by reference if
filed after the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold).
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the General Corporation Law of the
State of Delaware (the "Delaware GCL"), 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,
the Registrant's Certificate of Incorporation, as amended,
includes certain provisions whereby officers and directors of
Registrant are to be indemnified against certain liabilities.
The Registrant's Certificate of Incorporation also limits to the
fullest extent permitted by applicable Delaware law a director's
liability to the 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
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unlawful stock purchase or redemption, and (iv) any transaction
from which the director derives an improper personal benefit.
The Delaware GCL does not permit a corporation to eliminate a
director's duty of care, and the indemnification provisions of
the Registrant's Certificate of Incorporation have no effect on
the availability of equitable remedies, such as injunction or
rescission, based upon a director's breach of the duty of care.
The 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 applicable 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 applicable Delaware law.
ITEM 8. EXHIBITS
Exhibit
Number Description
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included on the signature
pages to this Registration Statement)
EXHIBIT 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;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of this
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.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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;
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provided however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included
in a post-effective amendment by such paragraphs is
contained in one or more periodic reports filed with or
furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability
under 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; and
(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 (and where applicable,
each filing of an employee benefit plan's annual report pursuant
to 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 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 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 Act and will be governed by the final
adjudication of such issue.
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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 Sunnyvale, State of California, on the 14th day of
August, 1998.
Stanford Telecommunications, Inc.
By: /s/ Val P. Peline
Val P. Peline
President
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints
James J. Spilker, Jr. and Jerome Klajbor, and each of them
severally, acting alone and without the other, his true and
lawful attorney-in-fact with authority to execute in the name of
each such person, and to file with the Securities and Exchange
Commission, together with any exhibits thereto and other
documents therewith, any and all amendments (including without
limitation post-effective amendments) to this Registration
Statement necessary or advisable to enable the registrant to
comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, which amendments may make
such changes in this Registration Statement as the aforesaid
attorney-in-fact deems appropriate.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Dated: August 14, 1998 /s/ Val P. Peline
Val P. Peline
President and Director
(Principal Executive Officer)
Dated: August 14, 1998 /s/ Jerome Klajbor
Jerome Klajbor
Vice President, Chief Financial
Officer and Secretary
(Principal Financial and Accounting
Officer)
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Dated: August 14, 1998 /s/ James J. Spilker, Jr.
James J. Spilker, Jr.
Chairman of the Board
Dated: August 14, 1998 /s/ Michael Berberian
Michael Berberian
Director
Dated: August 14, 1998 /s/ John W. Brownie
John W. Brownie
Director
Dated: August 14, 1998 /s/ Leonard Schuchman
Leonard Schuchman
Director
Dated: August 14, 1998 /s/ C. Jerome Waylan
C. Jerome Waylan
Director
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EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included on the signature
pages to this Registration Statement)
[LETTERHEAD OF THELEN REID & PRIEST LLP]
August 14, 1998
Stanford Telecommunications, Inc.
1221 Crossman Avenue
Sunnyvale, CA 94089-1117
Ladies and Gentlemen:
We have acted as counsel for Stanford
Telecommunications, Inc., a Delaware corporation (the "Company"),
in connection with the preparation of the Registration Statement
on Form S-8 relating to the issuance and sale of 300,000 shares
of common stock, $0.01 par value, of the Company ("Common Stock")
pursuant to the Company's 1992 Employee Stock Purchase Plan (the
"Plan").
Please be advised that we are of the opinion that the
Common Stock to be offered and sold by the Company, when issued
in the manner contemplated by the Plan, will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion with
the Commission as an exhibit to the Registration Statement on
Form S-8. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to any other
person or entity for any purpose.
Very truly yours,
/s/ THELEN REID & PRIEST LLP
THELEN REID & PRIEST LLP
JLM/MLJ
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on
Form S-8 of our report dated April 22, 1998 included in
Stanford Telecommunications, Inc.'s Form 10-K for the year
ended March 31, 1998 and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
San Jose, California
August 13, 1998
