<PAGE> 1
================================================================================
As filed with the Securities and Exchange Commission on August 17, 1999
Registration No. 333- ___
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
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
(972) 371-4000
(Address, including ZIP code, and telephone number,
including area code, of registrant's principal executive offices)
-----------------------
DALLAS SEMICONDUCTOR CORPORATION
1987 STOCK OPTION PLAN
1993 OFFICER AND DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
-----------------------
C.V. PROTHRO Copy to:
CHAIRMAN OF THE BOARD, M.D. SAMPELS, ESQ.
PRESIDENT & CHIEF EXECUTIVE OFFICER JENKENS & GILCHRIST, P.C.
DALLAS SEMICONDUCTOR CORPORATION 1445 ROSS AVENUE, SUITE 3200
4401 SOUTH BELTWOOD PARKWAY DALLAS, TEXAS 75202-2799
DALLAS, TEXAS 75244-3292 (214) 855-4500
(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 PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED (1) (2) PER SHARE (3)(4) PRICE (3)(4) FEE (4)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.02
par value per share 1,115,462 shares $ 48.1563 $ 53,716,523 $14,933
=======================================================================================================================
</TABLE>
(1) The securities to be registered include an aggregate of 1,115,462
shares reserved for issuance under the Dallas Semiconductor Corporation
1987 Stock Option Plan and 1993 Officer and Director Stock Option Plan
(the "Plans").
(2) Pursuant to Rule 416, this Registration Statement also covers such
additional shares as may hereinafter be offered or issued to prevent
dilution resulting from stock splits, stock dividends,
recapitalizations or certain other capital adjustments.
(3) Estimated solely for purpose of calculating the registration fee.
(4) Calculated pursuant to Rule 457(c) and 457(h) under the Securities Act
of 1933, as amended (the "Securities Act"). Accordingly, the price per
share of common stock offered hereunder pursuant to the Plans is based
on (i) 1,115,462 shares reserved for issuance under the Plans at a
price per share of $48.1563, which is the average of the high and low
prices of the common stock reported on the New York Stock Exchange on
August 10, 1999, which is a date within five business days prior to the
date of filing this Registration Statement.
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<PAGE> 2
PART I
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
*Information required by Part I of Form S-8 (Items 1 & 2) to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Dallas Semiconductor Corporation (the "Company") hereby incorporates by
reference in this Registration Statement the following documents previously
filed by the Company with the Securities and Exchange Commission (the
"Commission"):
(1) The Company's Annual Report on Form 10-K filed with the Commission
for the fiscal year ended January 3, 1999.
(2) The Company's Quarterly Report on Form 10-Q filed with the
Commission for the quarter ended April 4, 1999.
(3) The description of the Company's common stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission,
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a corporation to indemnify any of its officers, directors or other
corporate agents against certain expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person to be indemnified in connection with certain actions, suits or
proceedings (threatened, pending or completed) if the person to be indemnified
acted in good faith and in a manner he or she 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 or her
conduct was unlawful.
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The Certificate of Incorporation and Bylaws of the Company each contain
provisions regarding the indemnification of directors and officers of the
Company. Subject to certain limitations expressed therein, Article IX of the
Company's Certificate of Incorporation provides for the indemnification of the
Company's officers and directors to the fullest extent permitted by the DGCL. In
addition, the Company's bylaws provide expanded rights of indemnification
including expressly authorizing against penalties and punitive damages, as well
as against judgments and amounts paid in settlement of derivative suits, and
under certain circumstances, indemnification for expenses incurred by a director
in defending a third party or corporate proceeding which are required to be paid
by the corporation on behalf of such director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
(a) Exhibits.
The following documents are filed as a part of this
Registration Statement.
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
------- ----------------------
<S> <C>
4.1 Dallas Semiconductor Corporation 1987 Stock Option Plan
4.2 Dallas Semiconductor Corporation 1993 Officer and Director Stock Option Plan
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation (included in opinion
filed as Exhibit 5.1 hereto)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included with signature page of this Registration Statement)
</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:
(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 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 the
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;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if 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 Exchange
Act that are incorporated by reference in the Registration Statement.
II-2
<PAGE> 4
(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.
(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.
(c) 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.
II-3
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 August 13, 1999.
DALLAS SEMICONDUCTOR CORPORATION
By: /s/ C. V. Prothro
--------------------------------------
C.V. Prothro
Chairman of the Board of Directors,
President and Chief Executive Officer
II-4
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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 Commission, 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, this Registration
Statement has been signed by the following persons in the capacities and on the
dates included:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ C. V. Prothro Chairman of the Board of Directors August 13, 1999
- ------------------------- President and Chief Executive Officer
C. V. Prothro
/s/ Alan P. Hale Vice President - Finance August 13, 1999
- -------------------------
Alan P. Hale
/s/ Chao C. Mai Senior Vice President and Director August 13, 1999
- -------------------------
Chao C. Mai
/s/ Michael L. Bolan Vice President - Marketing and August 13, 1999
- ------------------------- Product Development and Director
Michael L. Bolan
/s/ M. D. Sampels Director August 13, 1999
- -------------------------
M. D. Sampels
/s/ Richard L. King Director August 13, 1999
- -------------------------
Richard L. King
/s/ Carmelo J. Santoro Director August 13, 1999
- -------------------------
Carmelo J. Santoro
/s/ E. R. Zumwalt, Jr. Director August 13, 1999
- -------------------------
E. R. Zumwalt, Jr.
/s/ Jack R. von Gillern Vice President - Sales August 13, 1999
- -------------------------
Jack R. von Gillern
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
4.1 Dallas Semiconductor Corporation 1987 Stock Option Plan
4.2 Dallas Semiconductor Corporation 1993 Officer and Director Stock Option Plan
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation (included in opinion
filed as Exhibit 5.1 hereto)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included with signature page of this Registration Statement)
</TABLE>
<PAGE> 1
EXHIBIT 4.1
As Amended Effective 4-23-96
DALLAS SEMICONDUCTOR CORPORATION
1987
STOCK OPTION PLAN
1. Purpose. The Dallas Semiconductor Corporation 1987 Stock Option Plan
(the "Plan") is intended to advance the interests of Dallas Semiconductor
Corporation, a Delaware corporation (the "Company"), and its stockholders, by
encouraging and enabling selected officers, directors, consultants, agents and
employees, upon whose judgment, initiative and effort the Company is largely
dependent for the successful conduct of its business, to acquire and retain a
proprietary interest in the Company by ownership of its stock. It is intended
that options which may qualify for treatment as "incentive stock options" under
Section 422A of the Internal Revenue Code of 1986, as amended, and applicable
regulations and rulings promulgated thereunder (collectively the "Code"), as
well as options which may not so qualify, may be granted under the Plan.
2. Definitions.
(a) "Annual Grant Date" means October 4, 1996, and October 4
of each year thereafter.
(b) "Board" means the Board of Directors of the Company or a
Committee of the Board to whom its authority has been delegated.
(c) "Common Stock" means the Company's Common Stock, $.02 par
value per share.
<PAGE> 2
(d) "Date of Grant" means the date on which an Option is
granted under the Plan, which will be the date the Board authorizes the
Option unless the Board specifies a later date.
(e) "Date of Exercise" means the date on which an Option is
validly exercised pursuant to the Plan.
(f) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.
(g) "Fair Market Value" of the Company's Common Stock means,
as long as the Company's Common Stock is traded on the New York Stock
Exchange, the closing price of such stock on the New York Stock
Exchange on such date (or if such date is not a trading day, on the
last trading day immediately preceding such date) or, if not so traded,
on the NASDAQ National Market System or another national exchange upon
which the Company's Common Stock is traded or as otherwise determined
by the Board, based on any reasonable valuation method.
(h) "Option" means an option granted under the Plan.
(i) "Optionee" means a person to whom an Option, which has not
expired, has been granted under the Plan.
(j) "Subsidiary" or "Subsidiaries" means a subsidiary
corporation or corporations of the Company as defined in Section 425(f)
of the Code.
(k) "Successor" means the legal representative of the estate
of a deceased optionee or the person or persons who acquire the right
to exercise an Option by bequest or inheritance or by reason of the
death of an Optionee.
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(l) "Incentive Stock Option" means an option that qualifies as
an incentive stock option under all of the requirements of the Code.
(m) "Incentive Stock Option Agreement" means the agreement
between the Company and the Optionee, in such form as may from time to
time be adopted by the Board, under which the Optionee may purchase
Common Stock pursuant to the terms of an Incentive Stock Option granted
under the Plan.
(n) "Non-Qualified Stock Option" means an option to purchase
Common Stock granted pursuant to the provisions of the Plan that does
not qualify as an Incentive Stock Option.
(o) "Non-Qualified Stock Option Agreement" means the agreement
between the Company and the Optionee, in such form as may from time to
time be adopted by the Board, under which the Optionee may purchase
Common Stock pursuant to the terms of a Non-Qualified Stock Option
granted under the Plan.
(p) "Rule 16b-3" means Rule 16b-3 promulgated under the
Exchange Act, as (and to the extent) such rule, or any successor
thereto, may from time to time be in effect and including all
interpretations thereunder.
3. Administration and Interpretation of Plan. The Plan shall be
administered by the Board. The Board shall have full and final authority in its
discretion, subject to the provisions of the Plan: (i) to determine the
individuals to whom, and the time or times at which, Options shall be granted
and the number of shares of Common Stock covered by each Option; (ii) to
construe and interpret the Plan; and (iii) to make all other determinations and
take all other actions deemed necessary or advisable for the proper
administration of the Plan. All such actions and determinations by the Board
shall be final and conclusively binding for all
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<PAGE> 4
purposes and upon all persons. Any Committee authorized to administer the Plan
shall consist entirely of disinterested persons in accordance with the
provisions of Rule 16b-3.
4. Common Stock Subject to Options. The maximum number of shares of
Common Stock of the Company which may be issued upon the exercise of Options
granted under the Plan is 4,860,000 increased on and as of January 1 of each
calendar year from and including January 1, 1996, by a number of shares equal to
one percent (1%) of the number of shares of Common Stock outstanding on December
31 of the preceding year; subject to adjustment by the Board to reflect, as
deemed appropriate by the Board, any stock dividend, stock split, reverse stock
split, share combination, reorganization, recapitalization or the like, of or by
the Company. The shares of Common Stock to be issued upon the exercise of
Options may be authorized but unissued shares, shares issued and reacquired by
the Company or shares bought on the open market for the purposes of the Plan. In
the event any Option shall, for any reason, terminate or expire or be canceled
or surrendered without having been exercised in full, the shares subject to such
Option, but not purchased thereunder, shall again be available for Options to be
granted under the Plan.
5. Participants. Options may be granted under the Plan to any person
who is an officer or other key employee (including officers and employees who
are also directors) or a consultant of the Company or any of its Subsidiaries
provided however, that no member of any Committee administering this Plan shall
be eligible to be granted an option hereunder except (i) pursuant to the
provisions of Section 7 hereof or (ii) under any other circumstances that may be
permitted under Rule 16b-3 without adversely affecting any requirement of such
rule that this Plan be administered by disinterested persons.
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6. Terms and Conditions of Options. Any Option granted under the Plan
shall be evidenced by either an Incentive Stock Option Agreement or a
Non-Qualified Stock Option Agreement executed by the Company and the Optionee.
Such agreement shall be subject to the following limitations and conditions:
(a) Option Price. The option price per share with respect to
each Option shall be determined by the Board but in no instance shall
the option price for an Option which is intended to qualify as an
Incentive Stock Option be less than 100% of the Fair Market Value of a
share of the Common Stock on the Date of Grant.
(b) Payment of Option Price. Full payment for shares purchased
upon exercising an Option shall be made in cash or by check, or by
delivery of previously owned shares of Common Stock, or partly in cash
or by check and partly in such stock. The value of shares of Common
Stock delivered in connection with the payment of the option price
shall be the Fair Market Value of such shares on the Date of Exercise
of the Option.
(c) Term of Option. The expiration date of each Incentive
Stock Option shall not be more than ten (10) years from the Date of
Grant. The expiration date of each Non-Qualified Stock Option shall not
be more than eleven (11) years from the Date of Grant.
(d) Vesting of Stockholder Rights. Neither an Optionee nor his
Successor shall have any of the rights of a stockholder of the Company
until the certificate or certificates evidencing the shares purchased
pursuant to the exercise of an Option are properly delivered to such
Optionee or his Successor.
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(e) Exercise of an Option. Each Option shall be exercisable at
any time, and from time to time, and in no particular order if the
Optionee holds more than one Option, throughout a period commencing on
or after the Date of Grant, as specified by the Board, and ending upon
the earliest of the expiration, cancellation, surrender or termination
of the Option; provided however, that no Option shall be exercisable in
whole or in part prior to the date of stockholder approval of the Plan.
Furthermore, the exercise of each Option shall be subject to the
condition that if at any time the Company shall determine in its
discretion that the satisfaction of withholding tax or other
withholding liabilities, or that the listing, registration, or
qualification of any share otherwise deliverable upon such exercise
upon any securities exchange or under any state or federal law, or that
the report to, or consent or approval of, any regulatory body, is
necessary or desirable as a condition of, or in connection with, such
exercise or the delivery or purchase of shares pursuant thereto, then
in any such event, such exercise shall not be effective unless such
withholding, listing, registration, qualification, report, consent or
approval shall have been effected or obtained free of any conditions
not acceptable to the Company.
(f) Stock Appreciation Rights. Any Option may include a Stock
Appreciation Right, either at the Date of Grant or later by amendment
approved by the Board, and provision therefor shall be included in the
stock option agreement at such time consistent with the terms hereof.
Such Stock Appreciation Right shall be subject to such terms and
conditions not inconsistent with the Plan as the Board shall impose,
including the following:
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(i) It shall be exercisable only when and to the
extent the Option is exercisable and only at such time as the
value of the Company's Common Stock is equal to or greater
than the option price specified in such Option.
(ii) It shall entitle the Optionee to surrender
unexercised the Option in which the Stock Appreciation Right
is included (or any portion of such Option) to the Company and
to receive from the Company in exchange therefor that number
of shares of Common Stock having an aggregate value equal to
the excess of the Fair Market Value of one share, on the day
immediately preceding the date on which the Stock Appreciation
Right is exercised, over the purchase price per share
specified in such option, times the number of shares called
for by the Option, or portion thereof, which is so
surrendered. The Company, in its discretion, shall be entitled
to elect to settle its obligation arising out of the exercise
of a Stock Appreciation Right by the payment of cash equal to
the aggregate value of the shares it would otherwise be
obligated to deliver. The Company may also elect to settle
such obligation partly in cash and partly in Common Stock. In
lieu thereof, the Company shall have the right, in its
discretion, to the extent it shall deem advisable to consent
to or disapprove the election of the Optionee to receive cash
in full or partial settlement of a Stock Appreciation Right.
(iii) No fractional shares shall be delivered
pursuant to exercise of a Stock Appreciation Right but in lieu
thereof a cash adjustment shall be made.
(iv) Notwithstanding the other provisions hereof, to
the extent that a Stock Appreciation Right included in an
Option is exercised, such Option shall
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<PAGE> 8
be deemed to have been exercised to the extent of the number
of shares of Common Stock called for by the Option or portion
thereof which is surrendered on exercise of the Stock
Appreciation Right, so that such shares shall no longer be
reserved for issuance upon the exercise of Options to be
granted under the Plan.
(v) The Board shall have the right, without the
consent or approval of the Optionee, at any time after the
grant of a Stock Appreciation Right to limit the time within
or extent to which such Stock Appreciation Right may be
exercisable, to limit the maximum amount of appreciation that
may be recognized in connection with the exercise thereof or
to in any other manner it, in its discretion, shall deem
advisable amend or terminate such Stock Appreciation Right.
(vi) A Stock Appreciation Right granted pursuant to
the Plan shall not be exercisable unless and until the
Optionee shall have completed one (1) continuous year of full
time employment with the Company subsequent to the time of
grant of such Stock Appreciation Right. For the purposes
hereof, full time employment shall be such as may be
established by the Board.
(vii) The Company shall have the right at any time to
amend this provision of the Plan dealing with Stock
Appreciation Rights, and the provisions of any stock option
agreement pursuant to the Plan dealing with a Stock
Appreciation Right, to the extent that it, in its discretion,
shall deem to be necessary in order to comply with the
provisions of Rule 16b-3.
8
<PAGE> 9
(g) Non-ISO Tax Offset Bonus. The Board may grant a Tax Offset
Bonus to such Optionees and on such bases as the Board shall determine,
including, but not limited to, a Tax Offset Bonus which becomes
exercisable only upon an Optionee's being subject to the restrictions
of Section 16 of the Exchange Act, and a provision relating thereto
shall be included in the stock option agreement at the time the right
is granted. A Tax Offset Bonus may be granted only with respect to a
Non-Qualified Stock Option under the Plan, and may be granted
concurrently with or after the grant of the Non-Qualified Stock Option.
A Tax Offset Bonus shall entitle an Optionee to receive from the
Company or a Subsidiary an amount in cash no greater than the then
existing maximum statutory Federal income tax rate (including any
surtax or similar charge or assessment) for individuals multiplied by
the amount of ordinary income, if any, realized by the Optionee for
Federal income tax purposes as a result of the exercise of the
Non-Qualified Stock Option. The Board may cancel or place a limit on
the term of, or the amount payable for, any Tax Offset Bonus at any
time. The Board shall determine all other terms and provisions of any
Tax Offset Bonus grant. The Company shall not be required to fund such
Tax Offset Bonus prior to the due date for such taxes, and the proceeds
of such Tax Offset Bonus shall be advanced to the Optionee in the form
of a check payable to the Internal Revenue Service for the account of
the Optionee or such other method as the Board may determine. The Board
shall have the right to require an Optionee to present reasonable proof
of the amount of such taxes as a condition precedent to the making of
such payment. The Company shall be under no obligation of any nature to
grant any Tax Offset Bonus to any Optionee at any time.
9
<PAGE> 10
(h) Company Loans. The Company may make stock purchase loans
in connection with Option exercises upon the following terms and
conditions:
(i) Upon the exercise by an Optionee of his Option,
or any part thereof, and the Optionee's request for a loan
pursuant hereto, the Company, upon approval by the Board, may
loan said Optionee, for the sole purpose of purchasing Common
Stock from the Company pursuant to the exercise of such
Option, an amount equal to the excess of the exercise price of
the Option over the aggregate par value of the Common Stock
which the Optionee has elected to purchase pursuant to such
exercise; provided, however, that the Optionee shall execute
concurrently a promissory note in form satisfactory to the
Board for such amount payable to the order of the Company;
(ii) The Company shall have no obligation to make any
loan to any Optionee at any time;
(iii) The promissory note referenced hereinbefore
shall provide for interest to be payable upon the outstanding
principal balance thereof at such rate and times as the Board
may determine. Such note shall also provide that the Board may
require the Optionee to secure the payment thereof at any time
with collateral deemed adequate by the Board in its sole
discretion. Such note shall mature, and all outstanding
principal and interest shall become immediately due and
payable in installments or in lump sum at such time or times
as the Board shall provide. The note will provide for
prepayment of principal and accrued interest in whole or in
part from time to time without premium or penalty and may be
extended or modified, from time to time, at the
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Board's discretion. The note shall provide for acceleration of
maturity by the Company upon the happening of any events
determined appropriate by the Board, including without
limitation, any of the following events:
(1) failure of the Optionee to pay or
perform any term or provision thereof; or
(2) termination of the Optionee's employment
with the Company or a Subsidiary for any reason,
except retirement, disability or death; or
(3) if the Optionee shall execute an
assignment for the benefit of creditors, or admit in
writing his ability to pay his debts generally as
they become due, or voluntarily seek the benefit of,
or have a petition filed against him seeking the
benefit of, a judgment, order or decree filed against
him pursuant to any bankruptcy, insolvency,
reorganization, or similar debtor relief law
affecting the rights of creditors generally; or
(4) failure of the Optionee to have
discharged within a period of thirty (30) days after
the commencement thereof any attachment,
sequestration, or similar proceeding against any of
the assets of the Optionee; or
(5) failure of the Optionee to pay any money
judgment against him at least thirty (30) days prior
to the date on which any of his assets may be
lawfully sold to satisfy such judgment; or
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(6) failure or refusal of the Optionee to
comply with any of the terms and conditions of his
stock option agreement or any other oral or written
agreement with the Company; or
(7) failure or refusal of the Optionee to
provide adequate security for payment of the
promissory note immediately upon request for
collateral by the Board; or
(8) the divorce of the Optionee, unless
arrangements satisfactory to the Board are agreed to
prior to the entry of the divorce decree.
(i) Nontransferability of Option. No Option shall be
transferable or assignable by an Optionee, voluntarily, or by operation
of law, other than by will or the laws of descent and distribution.
Each Option shall be exercisable, during the Optionee's lifetime, only
by him. Notwithstanding the first two sentences of this Paragraph 6(i),
if and when the Securities and Exchange Commission amends Rule 16b-3 of
the Exchange Act of 1934, as amended, to remove the restriction on
transferability of options, Options granted under the Plan may be
freely assignable by the Optionee if so authorized by the Compensation
Committee of the Board of Directors of the Company. No Option or the
shares covered thereby shall be pledged or hypothecated in any way and
no Option or the shares covered thereby shall be subject to execution,
attachment, or similar process except with the prior express written
consent of the Board.
(j) Termination of Employment. Upon termination of an
Optionee's employment with the Company or with any of its Subsidiaries
for any reason other than
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<PAGE> 13
retirement, permanent disability or death, any and all outstanding
Option(s) of such Optionee shall immediately thereupon be null and
void. Upon termination of an Optionee's employment with the Company or
with any of its Subsidiaries by reason of his retirement, or permanent
disability, but excluding his death, his option privileges shall be
limited to the shares which were immediately purchasable by him at the
date of its expiration or three (3) months after the date of such
termination, whichever occurs first. Neither the adoption of this Plan
nor the grant of an Option to an eligible person shall alter in any way
the Company's or the relevant Subsidiary's rights to terminate such
person's employment or directorship at any time with or without cause
nor does it confer upon such person any rights or privileges to
continued employment, or any other rights and privileges, except as
specifically provided in the Plan.
(k) Death of Optionee. If an Optionee dies while in the employ
of the Company or any Subsidiary, his option privileges shall be
limited to the shares which were immediately purchasable by him at the
date of death and such option privileges shall expire unless exercised
by his Successor prior to the date of its expiration or one (1) year
from the date of the Optionee's death, whichever occurs first.
(l) Ten Percent Stockholder. Notwithstanding anything herein
to the contrary, an Option which is intended to qualify as an Incentive
Stock Option shall be granted hereunder to any Optionee who,
immediately before such Option is granted, beneficially owns, directly
or indirectly, more than 10% of the total voting power of all classes
of stock of the Company only if both of the following conditions are
met:
(i) The option price per share shall be no less than
110% of the Fair Market Value of a share of Common Stock on
the Date of Grant; and
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<PAGE> 14
(ii) The expiration date of the Option shall be not
more than five (5) years from the Date of Grant.
(m) Other Terms. Each Incentive Stock Option Agreement or
Non-Qualified Stock Option Agreement, as the case may be, may contain
such other provisions (not inconsistent herewith) as the Board in its
discretion may determine, including, without limitation:
(i) in the event that an Option shall be immediately
exercisable, any provision which shall provide that the shares
acquired pursuant thereto shall not be deemed to have been
issued pursuant to a fully vested stock option and thereby
subject to repurchase rights (if any) contained in the
shareholder's agreement with the Optionee, entered into
pursuant to Paragraph 10 hereof;
(ii) any provision which shall condition the exercise
of all or part of an Option upon such matters as the Board may
deem appropriate (if any) such as the passage of time, or the
attainment of certain performance goals, appropriate to
reflect the contribution of the Optionee to the performance of
the Company;
(iii) any provision which would give the Board the
discretionary authority to accelerate the exercisability of an
Option in spite of any provision contained in an Option
pursuant to clause (ii) above, under such circumstances as the
Board may deem appropriate; and
(iv) the manner in which an Option is to be
exercised.
7. Allotment of Shares. The grant of an Option shall not be deemed
either to entitle the Optionee to, or disqualify the Optionee from,
participation in any other grant of options
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<PAGE> 15
under this Plan or any other stock option plan of the Company. The number of
shares allotted to each Optionee shall be determined as follows:
(a) Optionees Other than Non-Employee Directors. The Board
shall, in its discretion, determine the number of shares of Common
Stock to be offered from time to time by grant of Options to officers,
key employees and consultants of the Company or its Subsidiaries;
provided that the aggregate Fair Market Value (determined as of the
time the option is granted) of the Common Stock with respect to which
Options which are intended to qualify as Incentive Stock Options are
exercisable for the first time by such Optionee during any calendar
year (under all such plans of the Optionee's employer corporation and
its parent and subsidiary corporations) shall not exceed $100,000.
(b) Non-Employee Directors. Subject to the limitations imposed
pursuant to Section 4 of this Plan as to the aggregate number of shares
that may be issued hereunder, each non-employee director of the Company
except C. Richard Kramlich and any other non-employee director elected
after March 2, 1990 who is required to remit his remuneration as a
director of the Company (including stock options) to a venture capital
fund or other similar entity with which he is affiliated, effective as
of the Annual Grant Date of each year, commencing with March 2, 1990,
shall be granted an Option to purchase 10,000 shares of Common Stock
subject to adjustment by the Board to reflect, as deemed appropriate by
the Board, any stock dividend, stock split, reverse stock split, share
combination, reorganization or the like, of or by the Company at a
price equal to 100% of the Fair Market Value of the Common Stock on the
date
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<PAGE> 16
of grant, for a term of ten (10) years. The eligibility of each
non-employee director to receive a grant under this provision shall be
determined as of each Annual Grant Date.
8. Adjustments. The number of shares of Common Stock covered by each
outstanding Option granted under the Plan and the option price shall be adjusted
to reflect, as deemed appropriate by the Board in its discretion, any stock
dividend, stock split, reverse stock split, share combination, exchange of
shares, recapitalization, merger, consolidation, separation, reorganization,
liquidation or the like of or by the Company. Decisions by the Board as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive on all Optionees.
9. Designation of Incentive Stock Options. The Board shall cause each
Option granted hereunder to be clearly designated in the agreement evidencing
such Option, at the time of grant, as to whether or not it is intended to
qualify as an Incentive Stock Option.
10. Execution of Shareholder's Agreement. Options may only be exercised
hereunder by employees who have executed a Shareholder's Agreement in such form
as the Board may adopt from time to time.
11. Notices. Whenever any notice is required or permitted hereunder,
such notice must be in writing and personally delivered or sent by mail. Any
notice required or permitted to be delivered hereunder shall be deemed to be
delivered on the date which it is personally delivered, or, whether actually
received or not, on the third business day after it is deposited in the United
States mail, certified or registered, postage prepaid, addressed to the person
who is to receive it at the address which such person has theretofore specified
by written notice delivered in accordance herewith. The Company or an Optionee
may change, at any time and from time to time, by written notice to the other,
the address which it or he had
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<PAGE> 17
theretofore specified for receiving notices. Until changed in accordance
herewith, the Company and each Optionee shall specify as its and his address for
receiving notices the address set forth in the option agreement pertaining to
the shares to which such notice relates.
12. Amendment or Discontinuance. The Plan and any Option outstanding
hereunder may be amended or discontinued by the Board without the approval of
the stockholders of the Company, except that the Board may not, except as
expressly provided in the Plan, increase the aggregate number of shares which
may be issued under Options granted pursuant to the Plan, materially amend the
eligibility requirements of the Plan or materially increase the benefits which
may accrue to participants under the Plan, without such approval (if any) as may
be required pursuant to the provisions of Rule 16b-3, or applicable law or the
requirements of any national stock exchange upon which the Company's Common
Stock is traded.
13. Effect of the Plan. Neither the adoption of this Plan nor any
action of the Board shall be deemed to give any officer or employee any right to
be granted an option to purchase Common Stock of the Company or any of its
Subsidiaries, or any other rights except as may be evidenced by a stock option
agreement, or any amendment thereto, duly authorized by the Board and executed
on behalf of the Company and then only to the extent and on the terms and
conditions expressly set forth therein.
14. Grant of Incentive Stock Options. No Incentive Stock Options shall
be granted pursuant to this Plan after the expiration of ten years from the date
of the earlier of: (i) the date the Plan is adopted, or (ii) the date the Plan
is approved by the stockholders of the Company.
<PAGE> 1
EXHIBIT 4.2
As Amended Effective 12-16-97
DALLAS SEMICONDUCTOR CORPORATION
1993 OFFICER AND DIRECTOR
STOCK OPTION PLAN
1. Purpose. The Dallas Semiconductor Corporation 1993 Officer and
Director Stock Option Plan (the "Plan") is intended to advance the interests of
Dallas Semiconductor Corporation, a Delaware corporation (the "Company"), and
its stockholders, by encouraging and enabling selected officers and directors,
upon whose judgment, initiative and effort the Company is largely dependent for
the successful conduct of its business, to acquire and retain a proprietary
interest in the Company by ownership of its stock. It is intended that options
which do not qualify for treatment as "incentive stock options" under Section
422A of the Internal Revenue Code of 1986, as amended, and applicable
regulations and rulings promulgated thereunder (collectively the "Code"), may be
granted under the Plan.
2. Definitions.
(a) "Automatic Grant Date" means (i) with respect to each
non-employee director of the Company in office on the date this Plan is
adopted by the Board, the date this Plan is adopted by the Board, and
(ii) with respect to each non-employee director of the Company first
elected to the Board subsequent to the date this Plan is adopted, the
date such director is elected to the Board.
(b) "Board" means the Board of Directors of the Company or a
Committee of the Board to whom its authority has been delegated.
(c) "Change of Control" means (a) any time at which any
"person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended on the date
<PAGE> 2
of adoption of this Plan), other than the Company, a subsidiary of the
Company or any savings, pension, or other benefit plan for the benefit
of employees of the Company or its subsidiaries, acquires or otherwise
becomes the beneficial owner of shares of Common Stock of the Company
(or an other voting securities of the Company, or options, warrants or
other securities or rights convertible into, exchangeable for or
exercisable for Common Stock or any other voting securities of the
Company) in a transaction or series of transactions that results in
such person, directly or indirectly, owning more than twenty percent
(20%) of the outstanding shares of Common Stock of the Company
(including, for this purpose, all other securities having the right to
vote generally in the election of directors); (b) in connection with or
as a result of any cash tender offer, merger or other business
combination, sale of assets or contested election (by proxy or
otherwise), the resignation of director(s), or any combination of the
foregoing transactions (a "Transaction"), such time as the persons who
were non-employee directors before the Transaction shall cease to
constitute at least a majority of the non-employee directors on the
Board of Directors of the Company or any successor to the Company; or
(c) the election of any person other than C.V. Prothro as chairman and
chief executive officer of the Company.
(d) "Common Stock" means the Company's Common Stock, $.02 par
value per share.
(e) "Date of Grant" means the date on which an Option is
granted under the Plan, which will be the date the Board authorizes the
Option unless the Board specifies a later date.
(f) "Date of Exercise" means the date on which an Option is
validly exercised pursuant to the Plan.
(g) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.
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<PAGE> 3
(h) "Fair Market Value" of the Company's Common Stock means,
as long as the Company's Common Stock is traded on the New York Stock
Exchange, the closing price of such stock on the New York Stock
Exchange on such date (or if such date is not a trading day, on the
last trading day immediately preceding such date) or, if not so traded,
on the NASDAQ National Market System or another national exchange upon
which the Company's Common Stock is traded or as otherwise determined
by the Board, based on any reasonable valuation method.
(i) "Option" means an option granted under the Plan.
(j) "Optionee" means a person to whom an Option, which has not
expired, has been granted under the Plan.
(k) "Successor" means the legal representative of the estate
of a deceased optionee or the person or persons who acquire the right
to exercise an Option by bequest or inheritance or by reason of the
death of an Optionee.
(l) "Stock Option Agreement" means the agreement between the
Company and the Optionee, in such form as may from time to time be
adopted by the Board, under which the Optionee may purchase Common
Stock pursuant to the terms of an Option granted under the Plan.
(m) "Rule 16b-3" means Rule 16b-3 promulgated under the
Exchange Act, as (and to the extent) such rule, or any successor
thereto, may from time to time be in effect and including all
interpretations thereunder.
3. Administration and Interpretation of Plan. The Plan shall be
administered by the Board. The Board shall have full and final authority in its
discretion, subject to the provisions of the Plan: (i) to determine the
individuals to whom, and the time or times at which, Options shall be granted
and the number of shares of Common Stock covered by each Option; (ii) to
construe and interpret the Plan; and (iii) to
3
<PAGE> 4
make all other determinations and take all other actions deemed necessary or
advisable for the proper administration of the Plan. All such actions and
determinations by the Board shall be final and conclusively binding for all
purposes and upon all persons. Any Committee authorized to administer the Plan
shall consist entirely of disinterested persons in accordance with the
provisions of Rule 16b-3.
4. Common Stock Subject to Options. The maximum number of shares of the
Company's Common Stock which may be issued upon the exercise of Options granted
under the Plan is 2,300,000 increased on and as of January 1 of each calendar
year from and including January 1, 1994 by a number of shares equal to
one-percent (1%) of the number of shares of Common Stock outstanding on December
31 of the preceding year; subject to adjustment by the Board to reflect, as
deemed appropriate by the Board, any stock dividend, stock split, reverse stock
split, share combination, reorganization, recapitalization or the like, of or by
the Company. The shares of Common Stock to be issued upon the exercise of
Options may be authorized but unissued shares, shares issued and reacquired by
the Company or shares bought on the open market for the purposes of the Plan. In
the event any Option shall, for any reason, terminate or expire or be canceled
or surrendered without having been exercised in full, the shares subject to such
Option, but not purchased thereunder, shall again be available for Options to be
granted under the Plan.
5. Participants. Options may be granted under the Plan to any person
who is an officer or director of the Company, provided however, that no member
of any Committee administering this Plan shall be eligible to be granted an
option hereunder except (i) pursuant to the provisions of Section 7(b) hereof or
(ii) under any other circumstances that may be permitted under Rule 16b-3
without adversely affecting any requirement of such rule that this Plan be
administered by disinterested persons.
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<PAGE> 5
6. Terms and Conditions of Options. Any Option granted under the Plan
shall be evidenced by a Stock Option Agreement executed by the Company and the
Optionee. Such agreement shall be subject to the following limitations and
conditions:
(a) Option Price. The option price per share with respect to
each Option shall be determined by the Board but in no instance shall
the option price for an Option be less than 100% of the Fair Market
Value of a share of the Common Stock on the Date of Grant.
(b) Payment of Option Price. Full payment for shares purchased
upon exercising an Option shall be made in cash or by check, or by
delivery of previously owned shares of Common Stock, or partly in cash
or by check and partly in such stock. The value of shares of Common
Stock delivered in connection with the payment of the option price
shall be the Fair Market Value of such shares on the Date of Exercise
of the Option.
(c) Term of Option. The expiration date of each Option shall
not be more than ten (10) years from the Date of Grant.
(d) Vesting of Stockholder Rights. Neither an Optionee nor his
Successor shall have any of the rights of a stockholder of the Company
until the certificate or certificates evidencing the shares purchased
pursuant to the exercise of an Option are properly delivered to such
Optionee or his Successor.
(e) Exercise of an Option. Each Option shall be exercisable at
any time, and from time to time, and in no particular order if the
Optionee holds more than one Option, throughout a period commencing on
or after the Date of Grant, as specified by the Board, and ending upon
the earliest of the expiration, cancellation, surrender or termination
of the Option; provided however, that no Option shall be exercisable in
whole or in part prior to the date of stockholder approval of the Plan.
5
<PAGE> 6
Furthermore, the exercise of each Option shall be subject to the
condition that if at any time the Company shall determine in its
discretion that the satisfaction of withholding tax or other
withholding liabilities, or that the listing, registration, or
qualification of any share otherwise deliverable upon such exercise
upon any securities exchange or under any state or federal law, or that
the report to, or consent or approval of, any regulatory body, is
necessary or desirable as a condition of, or in connection with, such
exercise or the delivery or purchase of shares pursuant thereto, then
in any such event, such exercise shall not be effective unless such
withholding, listing, registration, qualification, report, consent or
approval shall have been effected or obtained free of any conditions
not acceptable to the Company.
(f) Tax Offset Bonus. The Board may grant a Tax Offset Bonus
to such Optionees and on such bases as the Board shall determine, and a
provision relating thereto shall be included in the stock option
agreement at the time the right is granted. A Tax Offset Bonus may be
granted concurrently with or after the grant of an Option. A Tax Offset
Bonus shall entitle an Optionee to receive from the Company an amount
in cash no greater than the then existing maximum statutory Federal
income tax rate (including any surtax or similar charge or assessment)
for individuals multiplied by the amount of ordinary income, if any,
realized by the Optionee for Federal income tax purposes as a result of
the exercise of the Option. The Board may cancel or place a limit on
the term of, or the amount payable for, any Tax Offset Bonus at any
time. The Board shall determine all other terms and provisions of any
Tax Offset Bonus grant. The Company shall not be required to fund such
Tax Offset Bonus prior to the due date for such taxes, and the proceeds
of such Tax Offset Bonus shall be advanced to the Optionee in the form
of a check payable to the Internal Revenue Service for the account of
the Optionee or such other method as the Board may
6
<PAGE> 7
determine. The Board shall have the right to require an Optionee to
present reasonable proof of the amount of such taxes as a condition
precedent to the making of such payment. The Company shall be under no
obligation of any nature to grant any Tax Offset Bonus to any Optionee
at any time and the Company shall grant a Tax Offset Bonus to a
non-employee director of the Company only upon such terms and
conditions, if any, as may be permitted under Rule 16b-3 without
adversely affecting any requirement of such rule that this Plan be
administered by disinterested persons.
(g) Company Loans. The Company may make stock purchase loans
in connection with Option exercises upon the following terms and
conditions:
(i) Upon the exercise by an Optionee of an Option, or
any part thereof, and the Optionee's request for a loan
pursuant hereto, the Company, upon approval by the Board, may
loan said Optionee, for the sole purpose of purchasing Common
Stock from the Company pursuant to the exercise of such
Option, an amount equal to the excess of the exercise price of
the Option over the aggregate par value of the Common Stock
which the Optionee has elected to purchase pursuant to such
exercise; provided, however, that the Optionee shall execute
concurrently a promissory note in form satisfactory to the
Board for such amount payable to the order of the Company;
(ii) The Company shall have no obligation to make any
loan to any Optionee at any time and the Company shall make a
loan hereunder to a non-employee director of the Company only
upon such terms and conditions, if any, as may be permitted
under Rule 16b-3 without adversely affecting any requirement
of such rule that this Plan be administered by disinterested
persons;
7
<PAGE> 8
(iii) The promissory note referenced hereinbefore
shall provide for interest to be payable upon the outstanding
principal balance thereof at such rate and times as the Board
may determine. Such note shall also provide that the Board may
require the Optionee to secure the payment thereof at any time
with collateral deemed adequate by the Board in its sole
discretion. Such note shall mature, and all outstanding
principal and interest shall become immediately due and
payable in installments or in lump sum at such time or times
as the Board shall provide. The note will provide for
prepayment of principal and accrued interest in whole or in
part from time to time without premium or penalty and may be
extended or modified, from time to time, at the Board's
discretion. The note shall provide for acceleration of
maturity by the Company upon the happening of any events
determined appropriate by the Board.
(h) Transferability of Option. Other than by will or by laws
of descent and distribution, an option granted under the Plan shall be
transferable or assignable by an Optionee only if and under terms and
conditions approved by the Board in its sole discretion. No Option or
the shares covered thereby shall be pledged or hypothecated in any way
and no Option or the shares covered thereby shall be subject to
execution, attachment, or similar process except with the prior express
written consent of the Board.
(i) Termination of Employment or Directorship. Upon
termination of an Optionee's employment with the Company for any reason
other than retirement, permanent disability or death or upon removal of
a non-employee director of the Company from office, any and all
outstanding Option(s) of such Optionee shall immediately thereupon be
null and void. Upon termination of an Optionee's employment with the
Company by reason of his retirement, or permanent disability, but
8
<PAGE> 9
excluding his death, his option privileges shall be limited to the
shares which were immediately purchasable by him at the date of its
expiration or three (3) months after the date of such termination,
whichever occurs first. Upon the resignation or retirement of a
non-employee director who has served as a director of the Company for
more than three (3) years, any vesting of his option privileges shall
immediately accelerate, so that all unexercised option privileges shall
become immediately exercisable, and such option privileges will expire
unless exercised by him, or (in the event of his subsequent death) his
Successor, on or before the date any such Option expires by its own
terms. Upon the resignation or retirement of a non-employee director
who has served as a director of the Company for less than three (3)
years, such Optionee or (in the event of his subsequent death) his
Successor, will be entitled to exercise all unexercised option
privileges exercisable by the Optionee at the time of his resignation
or retirement on or before the date any such Option expires by its own
terms. Neither the adoption of this Plan nor the grant of an Option to
an eligible person shall alter in any way the Company's rights to
terminate such person's employment or directorship at any time with or
without cause nor does it confer upon such person any rights or
privileges to continued employment, or any other rights and privileges,
except as specifically provided in the Plan.
(j) Death of Optionee. If an Optionee (other than a
non-employee director) dies while in the employ of the Company, his
option privileges shall be limited to the shares which were immediately
purchasable by him at the date of death and such option privileges
shall expire unless exercised by his Successor prior to the date of its
expiration or one (1) year from the date of the Optionee's death,
whichever occurs first. If a non-employee director who is an Optionee
dies while a director of the Company, any vesting of his option
privileges shall immediately accelerate,
9
<PAGE> 10
so that all unexercised option privileges shall become immediately
exercisable, and such option privileges shall expire unless exercised
by his Successor, on or before the date such option expires by its
terms.
(k) Other Terms. Each Stock Option Agreement may contain such
other provisions (not inconsistent herewith) as the Board in its
discretion may determine, including, without limitation:
(i) any provision which shall condition the exercise
of all or part of an Option upon such matters as the Board may
deem appropriate (if any) such as the passage of time, or the
attainment of certain performance goals, appropriate to
reflect the contribution of the Optionee to the performance of
the Company;
(ii) any provision which would accelerate the
exercisability of an Option upon the occurrence of a Change of
Control or which would give the Board the discretionary
authority to accelerate the exercisability of an Option in
spite of any provision contained in an Option pursuant to
clause (i) above, under such circumstances as the Board may
deem appropriate; and
(iii) the manner in which an Option is to be
exercised.
7. Allotment of Shares. The grant of an Option shall not be deemed
either to entitle the Optionee to, or disqualify the Optionee from,
participation in any other grant of options under this Plan or any other stock
option plan of the Company. The number of shares allotted to each Optionee shall
be determined as follows:
(a) Optionees Other than Non-Employee Directors. The Board
shall, in its discretion, determine the number of shares of Common
Stock to be offered from time to time by grant of Options to officers
of the Company.
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<PAGE> 11
(b) Non-Employee Directors. Subject to the limitations imposed
pursuant to Section 4 of this Plan as to the aggregate number of shares
that may be issued hereunder, each non-employee director of the
Company, effective as of the Automatic Grant Date, shall be granted an
Option to purchase 100,000 shares of Common Stock, subject to
adjustment by the Board to reflect, as deemed appropriate by the Board,
any stock dividend, stock split, reverse stock split, share
combination, reorganization or the like, of or by the Company, at a
price equal to 100% of the Fair Market Value of the Common Stock on the
date of grant, for a term of ten (10) years. The eligibility of each
non-employee director to receive a grant under this provision shall be
determined as of the Automatic Grant Date.
8. Adjustments. The number of shares of Common Stock covered by each
outstanding Option granted under the Plan and the option price shall be adjusted
to reflect, as deemed appropriate by the Board in its discretion, any stock
dividend, stock split, reverse stock split, share combination, exchange of
shares, recapitalization, merger, consolidation, separation, reorganization,
liquidation or the like of or by the Company. Decisions by the Board as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive on all Optionees.
9. Notices. Whenever any notice is required or permitted hereunder,
such notice must be in writing and personally delivered or sent by mail. Any
notice required or permitted to be delivered hereunder shall be deemed to be
delivered on the date which it is personally delivered, or, whether actually
received or not, on the third business day after it is deposited in the United
States mail, certified or registered, postage prepaid, addressed to the person
who is to receive it at the address which such person has theretofore specified
by written notice delivered in accordance herewith. The Company or an Optionee
may change, at any time and from time to time, by written notice to the other,
the address which
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<PAGE> 12
it or he had theretofore specified for receiving notices. Until changed in
accordance herewith, the Company and each Optionee shall specify as its and his
address for receiving notices the address set forth in the option agreement
pertaining to the shares to which such notice relates.
10. Amendment or Discontinuance. This Plan may be amended or
discontinued by the Board without the approval of the stockholders of the
Company, provided that (a) the Board may not, except as expressly provided in
the Plan, increase the aggregate number of shares which may be issued under
Options granted pursuant to the Plan, materially amend the eligibility
requirements of the Plan or materially increase the benefits which may accrue to
participants under the Plan, without such approval (if any) as may be required
pursuant to the provisions of Rule 16b-3, or applicable law or the requirements
of any national stock exchange upon which the Company's Common Stock is traded,
and (b) the provisions of this Plan relating to the grant of options to
non-employee directors of the Company may not be amended more frequently than
once every six months, other than to comport with changes in the Internal
Revenue Code of 1986, as amended, the Employee Retirement Income Security Act of
1974, as amended, or the rules and regulations promulgated thereunder.
11. Effect of the Plan. Neither the adoption of this Plan nor any
action of the Board shall be deemed to give any officer or director any right to
be granted an option to purchase Common Stock of the Company or any other rights
except as may be evidenced by a stock option agreement, or any amendment
thereto, duly authorized by the Board and executed on behalf of the Company and
then only to the extent and on the terms and conditions expressly set forth
therein.
12
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF JENKENS & GILCHRIST]
August 10, 1999
Dallas Semiconductor Corporation
4401 South Beltwood Parkway
Dallas, Texas 75244-3292
Re: Dallas Semiconductor - Form S-8 Registration Statement
Gentlemen:
We have acted as counsel to Dallas Semiconductor Corporation, a
Delaware corporation (the "Company"), 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 or about August 13, 1999, under
the Securities Act of 1933, as amended (the "Securities Act"), relating to
1,115,462 shares (the "Shares") of the $0.02 par value common stock (the "Common
Stock") of the Company that have been or may be issued by the Company pursuant
to the Dallas Semiconductor Corporation 1987 Stock Option Plan and 1993 Officer
and Director Stock Option Plan for the Company (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 of the Company, as amended; (2) the
Bylaws of the Company, as amended; (3) minutes and records of the corporate
proceedings of the Company with respect to the establishment of the Plans, the
reservation of 1,115,462 Shares to be issued pursuant to the Plans and to which
the Registration Statement relates, the issuance of the shares of Common Stock
pursuant to the Plans and related matters; (4) the Registration Statement and
exhibits thereto, including the Plans; and (5) such other documents and
instruments as we have deemed necessary for the expression of 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, as amended, the Bylaws, as amended, minutes, records, resolutions
and other documents or writings of the Company, we have relied, to the extent
deemed reasonably appropriate, upon representations or certificates of officers
or directors of the Company and upon documents, records and instruments
furnished to us by the Company, without independent check or verification of
their accuracy.
Based upon the firm's examination, consideration of, and reliance on
the documents and other matters described above and subject to the assumptions
noted below, this firm is of the opinion that
<PAGE> 2
Dallas Semiconductor Corporation
August 10, 1999
Page 2
the Company presently has available 1,115,462 Shares of authorized but unissued
and/or treasury shares of Common Stock which may be issued as the Shares
pursuant to the Plans. Assuming that:
(1) the Shares to be granted in the future under the Plans will be duly
granted in accordance with the terms of the Plans;
(2) the Company maintains an adequate number of authorized but unissued
shares and/or treasury shares available for issuance to those persons granted
Shares under the Plans; and
(3) the consideration for the Shares issued pursuant to the Plans is
actually received by the Company as provided in the Plans and exceeds the par
value of such shares;
then, we are of the opinion that, the Shares that may be issued or sold in
accordance with the terms of the Plans will be, when and if issued, 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 us 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 persons 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/ M. D. Sampels
--------------------------------
M. D. Sampels,
Authorized Signatory
cc: Mr. C.V. Prothro
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Dallas Semiconductor Corporation 1987 Stock Option Plan
and 1993 Officer and Director Stock Option Plan, of our report dated January 13,
1999, with respect to the consolidated financial statements and schedule of
Dallas Semiconductor Corporation included in its Annual Report (Form 10-K) for
the year ended January 3, 1999, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Dallas, Texas
August 13, 1999
