As filed with the Securities and Exchange Commission on March 17, 2000
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)
----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
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 4,883,220 shares $ 38.625 $ 188,614,373 $49,795
===========================================================================================================================
<FN>
(1) The securities to be registered include an aggregate of 4,883,220
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) 4,883,220 shares reserved for issuance under the Plans at a
price per share of $ 38.625, which is the average of the high and low
prices of the common stock reported on the New York Stock Exchange on
March 16, 2000, which is a date within five business days prior to the
date of filing this Registration Statement.
</FN>
</TABLE>
<PAGE>
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 2, 2000.
(2) 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.
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,
II-1
<PAGE>
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.
Exhibit Description of Exhibit
4.1* Amended Dallas Semiconductor Corporation 1987 Stock
Option Plan
4.2 Dallas Semiconductor Corporation 1993 Officer and
Director Stock Option Plan, as amended
5.1 Opinion of Jenkens & Gilchrist, a Professional Corpora-
tion
23.1 Consent of Jenkens & Gilchrist, a Professional Corpora-
tion (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)
*Previously filed with 1999 Form 10-K, File No. 001-10464.
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
II-2
<PAGE>
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.
(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
<PAGE>
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 March 17, 2000.
DALLAS SEMICONDUCTOR CORPORATION
By: /s/ C. V. Prothro
-----------------
C.V. Prothro
Chairman of the Board of Directors,
President and Chief Executive Officer
II-4
<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 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 March 17, 2000
- ----------------- President and Chief Executive Officer
C. V. Prothro
/s/ Alan P. Hale Vice President - Finance March 17, 2000
- ----------------
Alan P. Hale
/s/ Chao C. Mai Senior Vice President and Director March 17, 2000
- ---------------
Chao C. Mai
/s/ Michael L. Bolan Vice President - Marketing and March 17, 2000
- -------------------- Product Development and Director
Michael L. Bolan
/s/ Jack R. von Gillern Vice President - Sales March 17, 2000
- ------------------------
Jack R. von Gillern
/s/ M. D. Sampels Director March 17, 2000
- -----------------
M. D. Sampels
/s/ Richard L. King Director March 17, 2000
- -------------------
Richard L. King
/s/ Carmelo J. Santoro Director March 17, 2000
- ----------------------
Carmelo J. Santoro
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibit
------- ----------------------
4.1* Amended Dallas Semiconductor Corporation 1987 Stock
Option Plan
4.2 Dallas Semiconductor Corporation 1993 Officer and
Director Stock Option Plan, as amended
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)
*Previously filed with 1999 Form 10-K, File No. 001-10464.
II-6
EXHIBIT 4.2
DALLAS SEMICONDUCTOR CORPORATION
1993 OFFICER AND DIRECTOR
STOCK OPTION PLAN, AS AMENDED
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, directors 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 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) "Board" means the Board of Directors of the Company or a
Committee of the Board to whom its authority has been delegated.
(b) "Change of Control" means a change in control of a nature
that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Exchange Act,
whether or not the Company is then subject to such reporting
requirement; provided that, without limitation, such a Change of
Control shall be deemed to have occurred if (i) any "person" (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing 15% or more of the combined voting power of the Company's
then outstanding securities; (ii) during any period of two consecutive
years (not including any period prior to the effective date of the
Plan, as hereby amended), individuals who at the beginning of such
period constitute the Board and any new director, whose election to the
Board or nomination for election to the Board by the Company's
stockholders was approved by a vote of at least two- thirds (2/3) of
the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election
was previously so approved, cease for any reason to constitute a
majority of the Board; (iii) the stockholders of the Company approve a
merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 80%
of the combined voting power of the voting securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation, except that a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in
which no
<PAGE>
"person" (as hereinabove defined) acquires more than 15% of the
combined voting power of the Company's then outstanding securities
shall not constitute a Change of Control of the Company; (iv) the
stockholders of the Company approve a plan of complete liquidation of
the Company or an agreement for the sale or disposition by the Company
of all or substantially all of the Company's assets; or (v) the
election of any person other than C. V. Prothro as Chief Executive
Officer of the Company.
(c) "Common Stock" means the Company's Common Stock, $.02 par
value per share.
(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) "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.
(k) "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.
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
2
<PAGE>
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 purposes and upon all
persons.
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 6,600,000, 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 or an employee of the Company
designated by the Board whose responsibilities, as determined by the Board, are
functionally equivalent to those of the Company's officers.
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
3
<PAGE>
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. 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, the Company's stockholders or
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. 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 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.
(g) Company Loans. The Company may make stock purchase loans
in connection with Option exercises upon the following terms and condi-
tions:
(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
4
<PAGE>
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 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. Unless
otherwise specified by the Board, 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. Unless
otherwise specified by the Board, upon termination of an Optionee's
employment with the Company 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. 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 unvested options shall immediately
accelerate, so that all unexercised options 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
5
<PAGE>
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. Unless otherwise specified by the
Board, 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, 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 such option expires by its terms.
(k) Other Terms. Each Stock Option Agreement may contain such
other provisions as the Board in its discretion may determine, includ-
ing, 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 shall accelerate the
exercisability of an Option upon the occurrence of a Change of
Control or under such other circumstances as the Board may
deem appropriate in spite of any provision contained in an
Option pursuant to clause (i) above or otherwise; and
(iii) the manner in which an Option is to be exercised.
7. Allotment of Shares. 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, directors and other selected employees of the Company as
provided in Section 5, provided that during any three-year period, options may
not be granted under this Plan for an aggregate number of shares of Common Stock
in excess of 2,500,000 shares, in the case of the Company's chief executive
officer, and 1,000,000 shares, in the case of any other officer, 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
6
<PAGE>
by the Company. 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.
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 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 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 by applicable
law or the requirements of any national stock exchange upon which the Company's
Common Stock is traded.
11. Effect of the Plan. Neither the adoption of this Plan nor any
action of the Board shall be deemed to give any officer, director or employee
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. Stock Split. The share numbers set forth in Sections 4 and 7 hereof
have been adjusted to reflect the two-for-one split of the Company's Common
Stock in the form of a 100% stock dividend, declared by the Board of Directors
on January 25, 2000, and distributable on February 28, 2000, to stockholders of
record on February 7, 2000. Such share numbers are subject to further adjustment
as provided for in said Sections.
7
EXHIBIT 5.1
[LETTERHEAD OF JENKENS & GILCHRIST]
March 16, 2000
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 March 17, 2000, under
the Securities Act of 1933, as amended (the "Securities Act"), relating to
4,883,220 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 4,883,220 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 Amended and
Restated Certificate of Incorporation, 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
<PAGE>
Dallas Semiconductor Corporation
March 16, 2000
Page 2
opinion that the Company presently has available 4,883,220 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
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 & Director Stock Option Plan, of our report dated January
13, 2000, 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 2, 2000, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Dallas, Texas
March 7, 2000
