AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1997
REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------------
DALLAS SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-1935715
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4401 SOUTH BELTWOOD PARKWAY
DALLAS, TEXAS 75244-3292
(Address of principal executive offices, including zip code)
-----------------------------------
DALLAS SEMICONDUCTOR CORPORATION
1987 STOCK OPTION PLAN
1993 OFFICER & DIRECTOR STOCK OPTION PLAN
(Full titles of the plans)
----------------------------------
C. V. PROTHRO COPY TO: M. D. SAMPELS, ESQ.
CHAIRMAN OF THE BOARD, JENKENS & GILCHRIST,
PRESIDENT & CHIEF EXECUTIVE OFFICER A PROFESSIONAL CORPORATION
4401 SOUTH BELTWOOD PARKWAY 1445 ROSS AVENUE, SUITE 3200
DALLAS, TEXAS 75244-3292 DALLAS, TEXAS 75202-2799
(Name and address of agent for service)
(972) 371-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of Amount to offering price aggregate Amount of
securities to be registered be registered (1) per share (2)(3) offering price (2)(3) registration fee (3)
- ------------------------------ -------------------- ---------------------------------------------- -----------------------
Common Stock, par value $.02
<S> <C> <C> <C> <C>
per share 1,313,432 $35.75 $38,238,990 $12,619
- ------------------------------ -------------------- ---------------------------------------------- -----------------------
</TABLE>
(1) Consists of 529,608 shares and 783,824 shares of Common Stock reserved for
issuance to employees of Dallas Semiconductor Corporation (the "Corporation")
pursuant to: (i) the Dallas Semiconductor 1987 Stock Option Plan and (ii) the
Dallas Semiconductor 1993 Officer & Director Stock Option Plan (collectively,
these two plans shall be referred to as the "Plans"), respectively. In addition,
pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers an indeterminate number of additional shares of the
Corporation's Common Stock (the "Common Stock") issuable pursuant to the
exercise of options and/or awards granted or to be granted under the Plans to
prevent dilution that may result from any future stock splits, stock dividends
or similar transactions affecting the Common Stock. These additional shares are
also being registered by this Registration Statement.
(2) Estimated solely for the purpose of computing the registration fee.
(3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share
of common stock offered hereunder pursuant to the Plans is based upon (i)
817,980 shares of Common Stock reserved for issuance under the Plans, but not
subject to outstanding stock options issued under any employee stock option
plan, at a price of $35.75, which is the average of the highest and lowest price
per share of Common Stock on the New York Stock Exchange, Inc. on June 9, 1997,
and (ii) the following shares of Common Stock reserved for issuance under the
Plans and subject to stock options already granted under the Company's 1987
Stock Option Plan and the Company's 1993 Officer & Director Stock Option Plan at
the following exercise prices:
Number of Shares Subject to Exercise Price
Outstanding Employee Share Options Per Share
465,452 $17.875
14,500 $22.75
9,000 $20.25
6,500 $25.25
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The contents of the Company's Registration Statements on Form S-8 (Reg.
Nos. 33-24372, 33-36471, 33-40864, 33-48643, 33-68200 and 33-80696) filed with
the Commission on September 9, 1988, August 21, 1990, May 24, 1991, June 17,
1992, September 1, 1993 and June 24, 1994, respectively, are incorporated by
reference in this registration statement.
ITEM 8. EXHIBITS
Each of the following exhibits is filed herewith:
5.1 - Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 - Consent of Ernst & Young LLP
23.2 - Consent of Jenkens & Gilchrist, a Professional Corporation
(included in their opinion filed as exhibit 5.1 hereto).
- --------
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
CORPDAL:64313.1 20661-00023
<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
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 Dallas, State of Texas, on April 22, 1997.
DALLAS SEMICONDUCTOR CORPORATION
By: /s/ C. V. Prothro
C. V. Prothro
Chairman of the Board of Directors,
President and Chief Executive Officer
CORPDAL:64313.1 20661-00023
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints C. V. Prothro and M. D. Sampels
and each of them, each with full power to act without the other, his 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 or all amendments to this Registration Statement, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the SEC, granting unto each of said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person hereby ratifying and
confirming that each of said attorneys-in-fact and agents or his 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 dates indicated:
Signature Capacity Date
- --------- -------- ----
/s/ C. V. Prothro Chairman of the Board of Directors April 22, 1997
- ---------------------- President and Chief Executive Officer
C. V. Prothro
/s/ Alan P. Hale Vice President-Finance April 22, 1997
- ----------------------
Alan P. Hale
/s/ Chao C. Mai Senior Vice President and Director April 22, 1997
- ----------------------
Chao C. Mai
/s/ Michael L. Bolan Vice President - Marketing and April 22, 1997
- ---------------------- Product Development and Director
Michael L. Bolan
/s/ M. D. Sampels Director April 22, 1997
- ----------------------
M. D. Sampels
/s/ Richard L. King Director April 22, 1997
- ----------------------
Richard L. King
/s/ Carmelo J. Santoro Director April 22, 1997
- ----------------------
Carmelo J. Santoro
/s/ E. R. Zumwalt, Jr. Director April 22, 1997
- ----------------------
E. R. Zumwalt, Jr.
CORPDAL:64313.1 20661-00023
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibit
5.1 - Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 - Consent of Ernst & Young LLP
23.2 - Consent of Jenkens & Gilchrist, a Professional Corporation
(included in their opinion filed as exhibit 5.1 hereto).
CORPDAL:64313.1 20661-00023
EXHIBIT 5.1
CORPDAL:64313.1 20661-00023
<PAGE>
June 10, 1997
Dallas Semiconductor Corporation
4401 South Beltwood Parkway
Dallas, Texas 75244-3292
Re: Registration Statement on Form S-8
Dear Gentlemen:
We have acted as counsel to Dallas Semiconductor Corporation, a
Delaware corporation (the "Corporation"), in connection with the preparation of
the Registration Statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission on June 10, 1997, under the
Securities Act of 1933, as amended (the "Securities Act"), relating to 1,313,432
shares of the $.02 par value common stock (the "Common Stock") of the
Corporation that may be offered through either (1) the exercise of stock options
(the "Options") and granted or that may be granted under the Dallas
Semiconductor Corporation 1987 Stock Option Plan, or (2) the Dallas
Semiconductor Corporation 1993 Officer & Director Stock Option Plan
(collectively, these two plans shall be referred to as the "Plans").
You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering. In connection therewith, we have
examined and relied upon the original, or copies identified to our satisfaction,
of (1) the Certificate of Incorporation and the Bylaws of the Corporation, as
amended; (2) minutes and records of the corporate proceedings of the Corporation
with respect to the establishment of the Plans, the reservation of 1,313,432
additional shares of Common Stock to be issued under the Plans and to which the
Registration Statement relates, the issuance of shares of Common Stock pursuant
to the Plans and related matters; (3) the Registration Statement and exhibits
thereto, including the Plans; and (4) such other documents and instruments as we
have deemed necessary for the expression of the opinions herein contained. In
making the foregoing examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies. As to various questions of fact material to
this opinion, and as to the content and form of the Certificate of
Incorporation, the Bylaws, minutes, records, resolutions and other documents or
writings of the Corporation, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Corporation and upon documents, records and instruments furnished to us by
the Corporation, without independent check or verification of their accuracy.
CORPDAL:64313.1 20661-00023
<PAGE>
Dallas Semiconductor Corporation
June 10, 1997
Page 2
Based upon our examination and consideration of, and reliance on, the
documents and other matters described above, we are of the opinion that the
Corporation presently has available at least 1,313,432 shares of authorized but
unissued shares of Common Stock and/or treasury shares of Common Stock. From
these shares of Common Stock, the 1,313,432 shares of Common Stock proposed to
be offered pursuant to the exercise of Options granted or to be sold through the
Corporation's Plans may be issued. Assuming that: (i) the outstanding Options
were duly granted, that the Options to be granted in the future are duly
granted, and that the shares to be sold in the future though the Corporation's
Plans are all in accordance with the terms of the Plans, (ii) the shares of
Common Stock to be issued in the future are duly issued in accordance with the
terms of the Plans, (iii) the Corporation maintains an adequate number of
authorized but unissued shares and/or treasury shares of Common Stock available
for issuance to those persons who exercise Options granted under or purchased
through the Plans, and (iv) the consideration for shares of Common Stock issued
pursuant to the Plans and pursuant to such Options is actually received by the
Corporation as provided in the Plans and exceeds the par value of such shares,
then the shares of Common Stock issued in accordance with the terms of the Plans
and issued pursuant to the exercise of the Options granted under or sold though
and in accordance with the terms of the Plans will be duly and validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of person whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By: /s/ Merlyn D. Sampels
-----------------------
Merlyn D. Sampels
CORPDAL:64313.1 20661-00023
EXHIBIT 23.1
CORPDAL:64313.1 20661-00023
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-9) pertaining to the Dallas Semiconductor Corporation 1987 Stock Option Plan
and the 1993 Officer & Director Stock Option Plan of our report dated January 7,
1997, with respect to the consolidated financial statements an schedule of
Dallas Semiconductor Corporation incorporated by reference in is Annual Report
(Form 10-K) for the year ended December 29, 1996, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
Dallas, Texas
June 2, 1997
CORPDAL:64313.1 20661-00023
