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As filed with the Securities and Exchange Commission on August 12, 1998
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RESOUND CORPORATION
(Exact name of Registrant as specified in its charter)
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CALIFORNIA 77-0019588
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
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220 SAGINAW DRIVE
SEAPORT CENTRE
REDWOOD CITY, CALIFORNIA 94063
(650) 780-7800
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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NEW 1998 EXECUTIVE STOCK OPTION PLAN
(Full title of the plan)
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RUSSELL D. HAYS
President and Chief Executive Officer
ReSound Corporation
220 Saginaw Drive
Seaport Centre
Redwood City, California 94063
(650) 780-7800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
ELIAS J. BLAWIE
LAURA A. GORDON
VENTURE LAW GROUP
A PROFESSIONAL CORPORATION
2800 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
(650) 854-4488
(Calculation of Registration Fee on following page)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed Maximum
Maximum Amount Maximum Aggregate Amount of
to be Offering Price Offering Price Registration
Title of Securities to be Registered Registered(1) Per Share Fee
- ---------------------------------------------- ------------------ ---------------- ------------------ --------------
<S> <C> <C> <C> <C>
NEW 1998 EXECUTIVE STOCK OPTION PLAN
Common Stock,
$0.01 par value 60,000 $5.3438(2) $320,628 $95
</TABLE>
- -----------------------
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant
to this Registration Statement by reason of any stock dividend, stock
split, recapitalization or any other similar transaction effected without
the receipt of consideration which results in an increase in the number of
the Registrant's outstanding shares of Common Stock.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
(the "Securities Act") solely for the purpose of calculating the
registration fee. The computation is based upon the average high and low
sale prices of the Registrant's Common Stock as reported on the Nasdaq
National Market on August 7, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997 pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which contains audited
financial statements for the Registrant's latest fiscal year for which such
statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above.
(c) Items 1 and 2 of the Registrant's Registration Statement on
Form 8-A filed on July 7, 1994 pursuant to Section 12 of the Exchange Act. Also
Items 1 and 2 of the Registrant's Registration Statement on Form 8-A filed on
March 3, 1993 pursuant to Section 12 of the Exchange Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation reduce the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under California law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
California General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
<TABLE>
Exhibit
Number
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<S> <C>
5.1 Opinion of Venture Law Group, A Professional Corporation
23.1 Consent of Venture Law Group, A Professional Corporation
(included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see p. 6)
</TABLE>
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Item 9. UNDERTAKINGS.
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 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.
(2) that, for purposes 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.
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 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.
Insofar as the 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 a successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Registrant will,
unless in the opinion of its counsel the question has already been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of 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.
[Signature Pages Follow]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, ReSound Corporation, a corporation organized and existing under the
laws of the State of California, 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 Redwood City, State of
California, on August 12, 1998.
ReSound Corporation
By: /s/ RUSSELL D. HAYS
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Russell D. Hays
President, Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Russell D. Hays and Christopher H.
Pascoe, jointly and severally, his or her attorneys-in-fact and agents, each
with the power of substitution and resubstitution, for him or her and in his or
her name, place or stead, in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8, and to file such amendments, together
with exhibits and other documents in connection therewith, with the Securities
and Exchange Commission, granting to each attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as he or she might or
could do in person, and ratifying and confirming all that the attorneys-in-fact
and agents, or his or her 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Russell D. Hays President, Chief Executive Officer and August 12, 1998
- ------------------------------------ Director (Principal Executive Officer)
Russell D. Hays
/s/ Christopher H. Pascoe Controller (Principal Financial and August 12, 1998
- ------------------------------------ Accounting Officer)
Christopher H. Pascoe
/s/ Richard L. Goode Director August 12, 1998
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Richard L. Goode
/s/ Eugene Kleiner Director August 12, 1998
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Eugene Kleiner
/s/ Rodney Perkins, M.D. Director August 12, 1998
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Rodney Perkins, M.D.
/s/ Philip s. Schlein Director August 12, 1998
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Philip S. Schlein
/s/ Robert C. Wilson Director August 12, 1998
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Robert C. Wilson
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
5.1 Opinion of Venture Law Group, A Professional Corporation
23.1 Consent of Venture Law Group, A Professional Corporation
(included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Powers of Attorney (see p. 6)
</TABLE>
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EXHIBIT 5.1
August 12, 1998
ReSound Corporation
220 Saginaw Drive, Seaport Centre
Redwood City, CA 94063
REGISTRATION STATEMENT ON FORM S-8
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Ladies and 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 August 12, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 60,000 shares of your Common Stock (the
"Shares") reserved for issuance under the New 1998 Executive Stock Option 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 the Shares under the Plan.
It is our opinion that, when issued and sold in the manner referred to in
the Plan and pursuant to the respective agreement which accompanies each grant
under the Plan, the Shares will be legally and validly issued, fully paid and
nonassessable.
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 it appears in the
Registration Statement and any amendments to it.
Sincerely,
VENTURE LAW GROUP
A Professional Corporation
EJB
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Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the New 1998 Executive Stock Option Plan of ReSound
Corporation of our report dated January 23, 1998, with respect to the
consolidated financial statements and schedule of ReSound Corporation included
in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
August 12, 1998
