<PAGE>
As filed with the Securities and Exchange Commission on September 29, 1995.
Registration No. 33-_______
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RASTEROPS
(Exact name of issuer as specified in its charter)
CALIFORNIA 77-0161747
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
2500 Walsh Avenue
Santa Clara, CA 95051
(Address of principal executive offices)
-----------------
AMENDED 1988 INCENTIVE STOCK PLAN
(Full title of the plan)
-----------------
R. JOHN CURSON
Senior Vice President, Chief Financial Officer and Secretary
RASTEROPS
2500 Walsh Avenue
Santa Clara, CA 95051
(408) 562-4200
(Name, address and telephone number of agent for service)
-----------------
Copy to:
Alan K. Austin, Esq.
Gregory M. Priest, Esq.
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(2) Price(2) Fee
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 476,000(1) $8.25 $3,927,000.00 $1,354.14
<FN>
(1) A total of 2,526,300 shares have been reserved for issuance under the Amended 1988 Incentive Stock Plan, 476,000
shares of which are being registered hereby.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of computing the amount of the registration fee based
on the prices of the Company's Common Stock as reported on the Nasdaq National Market on September 22, 1995.
</TABLE>
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
2
<PAGE>
The Company hereby incorporates by references in this Registration
Statement the contents of the Company's earlier Registration Statement
on Form S-8 (File No. 33-86288).
The following additional exhibits are hereby enclosed for filing:
Exhibit
Number
-------
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-3).
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Clara, State of California,
on this 25th day of September, 1995.
RASTEROPS
By /s/ Louis J. Doctor
-------------------
Louis J. Doctor
President, Chief Executive
Officer and Director
4
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Louis J. Doctor and R. John Curson,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- -------------------------------------- ------------------------------- -----------------------
<C> <S> <C>
/s/ Walter W. Bregman
------------------------------- Chairman of the Board September 25, 1995
Walter W. Bregman
/s/ Louis J. Doctor President, Chief Executive Officer,
------------------------------- and Director (PRINCIPAL EXECUTIVE September 25, 1995
Louis J. Doctor OFFICER)
/s/ R. John Curson Senior Vice President, Chief Financial
------------------------------- Officer and Secretary (PRINCIPAL September 25, 1995
R. John Curson FINANCIAL OFFICER)
/s/ Harvey Chesler
------------------------------ Controller (PRINCIPAL ACCOUNTING September 25, 1995
Harvey Chesler OFFICER)
/s/ Kieth E. Sorenson
------------------------------ Director September 25, 1995
Kieth E. Sorenson
/s/ Daniel D. Tompkins, Jr.
------------------------------ Director September 25, 1995
Daniel D. Tompkins, Jr.
/s/ Conrad J. Wredberg
------------------------------ Director September 25, 1995
Conrad J. Wredberg
/s/ William McAleer
------------------------------ Director September 25, 1995
William McAleer
/s/ Gordon Eubanks
------------------------------ Director September 25, 1995
Gordon Eubanks, Jr.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Page
- ------- ------------
<C> <S> <C>
5.1 Opinion of counsel as to legality of 8
securities being registered.
23.1 Consent of Independent Auditors. 9
23.2 Consent of Counsel (contained in (above)
Exhibit 5.1)
24.1 Power of Attorney (see page II-3 of (above)
Registration Statement)
</TABLE>
6
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
EXHIBITS
----------------------
Registration Statement on Form S-8
RASTEROPS
September 27, 1995
7
<PAGE>
EXHIBIT 5.1
September 21, 1995
RasterOps
2500 Walsh Avenue
Santa Clara, CA 95051
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about September 23, 1995
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an additional 476,000 shares of your
Common Stock reserved for issuance under Amended 1988 Incentive Stock Plan (the
"Plan"). As your legal counsel, we have examined the proceedings taken and
are familiar with the proceedings proposed to be taken by you in connection
with the sale and issuance of such Common Stock under the Plan.
It is our opinion that, when issued and sold in the manner referred to
in the Plan and pursuant to the agreements which accompany the Plan, the Common
Stock issued and sold thereby will be legally and validly issued, fully paid
and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto. This opinion may be incorporated by reference in
any abbreviated registration statement filed pursuant to Rule 462 under the
Securities Act with respect to the Registration Statement.
Very truly yours,
/s/ Wilson, Sonsini, Goodrich, & Rosati
---------------------------------------
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
8
<PAGE>
EXHIBIT 23.1
CONSENT OF PRICE WATERHOUSE LLP INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining of our report dated August 10, 1995 (except
as to the litigation settlement described in Note 10, which is as of August 28,
1995) which appears on page 22 of RasterOps Annual Report on Form 10-K for
the year ended July 1, 1995.
/s/ Price Waterhouse LLP
------------------------
Price Waterhouse LLP
Palo Alto, California
September 20, 1995
9
