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As filed with the Securities and Exchange Commission on July 18, 1996
Registration No.____________________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
TCSI Corporation
(Exact Name of Registrant as Specified in its Charter)
NEVADA 68-0140975
(State of Incorporation) (I.R.S. Employer Identification Number)
2121 Allston Way, Berkeley, California 94704
(Address of Principal Executive Office) (Zip Code)
TCSI CORPORATION 1991 STOCK INCENTIVE PLAN
(Full title of the plan)
Roger A. Strauch
2121 Allston Way
Berkeley, California 94704
(Name and address of agent for service)
(510) 649-3700
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Title of Amount to be Proposed Proposed Amount of
Securities to be Registered (1) Maximum Maximum Registration
Registered Offering Price Aggregate Fee
Per Share (2) Offering Price
Common Stock 5,250,000 $19.80 $103,950,000 $35,845.00
Shares
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(1) The number of shares of Common Stock being registered is the maximum
number of shares currently issuable under the TCSI Corporation 1991
Stock Incentive Plan.
(2) Estimated solely for the purpose of determining the registration fee
and computed on the basis of Rule 457 (c).
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. Incorporation of documents by Reference
The following documents listed below are hereby incorporated by
reference in this registration statement:
(a) The Annual Report of TCSI Corporation (the "Registrant") on Form 10-K
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") for its fiscal year ended December 31, 1995;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1995;
(c) The description of the Registrant's Common Stock contained in its
registration statement on Form 8-A filed on July 1, 1991 under Section
12 of the Exchange Act, including any amendments or reports filed for
the purpose of updating such description.
All reports and other documents subsequently filed or to be 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 have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of the filing of
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.
Section 78.751 of the Nevada Revised Statutes permits a corporation to
indemnify and hold harmless any director or officer or other person from
and against any and all claims and demands whatsoever, subject to such
standards and restrictions set forth in the Registrant's Articles of
Incorporation and its Bylaws. The Registrant's Bylaws provide for broad
indemnification of various persons, including its officers, directors,
employees and corporate agents. In addition, the Registrant has approved
and entered into indemnification agreements with each of its officers and
directors which require that such persons be indemnified by the Registrant
to the greatest extent permitted by the Nevada Law and the Registrant's
Articles of Incorporation and Bylaws.
The Registrant has purchased, and intends to maintain, insurance on
behalf of the Registrant's officers and directors against any liability
which may be asserted against, or expense which may be incurred by, such
person in connection with the activities of the Registrant whether or not
the Registrant would have the power to indemnify such person against such
liability under the Registrant's Articles of Incorporation and Bylaws.
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ITEM 7. Exemption from Registration Claimed.
Not Applicable.
ITEM 8. Exhibits
Exhibit Document
Number Description
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4.1 Teknekron Communications Systems, Inc. 1991 Stock Incentive
Plan as amended February 28, 1992, incorporated herein by
reference to Exhibit 4 of the Company's Registration Statement
No. 33-57540 on Form S-8 filed on January 28, 1993.
4.2 Amendment to Teknekron Communications Systems, Inc. 1991 Stock
Incentive Plan, dated March 3, 1995, changing the name of the
plan to TCSI Corporation 1991 Stock Incentive Plan,
incorporated herein by reference to Exhibit 10.2 of Form 10-K
filed March 9, 1995.
4.3 Amendment to TCSI Corporation 1991 Stock Incentive Plan dated
December 8, 1995, incorporated herein by reference to Exhibit
10.3 of Form 10-K filed March 25, 1996.
4.4 Amendment to TCSI Corporation 1991 Stock Incentive Plan dated
March 1, 1996, incorporated herein by reference to Exhibit 10.3
of Form 10-K filed March 25, 1996.
5 Opinion of Bryan Cave LLP with respect to the legality of the
securities being registered, including consent to the use of
such opinion in the Registration Statement.
23.1 Consent of Bryan Cave LLP (contained in their opinion filed as
Exhibit 5).
23.2 Consent of Independent Auditors
24 Power of Attorney (included at Page 5)
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 of 1933 (the "Securities Act");
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(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 registration statement is on Form S-3 or Form S-8, and 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 Securities Act and 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.
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Roger A. Strauch and Paul A. Farmer, and each of them, as such person's
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for such person and in such person's name, place and
stead, in any and all capacities, to sign the Registration Statement on
Form S-8 for TCSI Corporation and any and all amendments thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
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, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or a
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirement 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 Berkeley, State of California on
July 18, 1996.
TCSI Corporation
(Registrant)
By: /s/Roger A. Strauch
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Roger A. Strauch,
President and Chief Executive Officer
(Principal Executive Office)
/s/Paul A. Farmer
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Paul A. Farmer,
Vice President, Chief Financial Officer,
Secretary, and Treasurer
(Principal Accounting Officer)
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Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following person in the capacities and on
the dates indicated.
Signature Title Date
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/s/Roger A. Strauch Chairman of the Board July 18, 1996
- ----------------------------- of Directors, President,
Roger A. Strauch and Chief Executive Officer
/s/John C. Bolger Director July 18, 1996
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John C. Bolger
/s/William A. Hasler Director July 18, 1996
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William A. Hasler
/s/David G. Messerschmitt Director July 18, 1996
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David G. Messerschmitt, Ph.D.
/s/Daniel H. Miller Director July 18, 1996
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Daniel H. Miller
/s/Harvey E. Wagner Director July 18, 1996
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Harvey E. Wagner
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INDEX TO EXHIBITS
Required by Item 601 of Regulation S-K
Exhibit No. Description of Item Page No.
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5 Opinion of Bryan Cave LLP with respect 8
to the legality of the securities being
registered, including consent to the use of
such opinion in the Registration Statement.
23.1 Consent of Bryan Cave LLP (contained in 8
their opinion filed as Exhibit 5).
23.2 Consent of Independent Auditors 10
24 Power of Attorney 5
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Exhibit 23.1
BRYAN CAVE LLP
120 BROADWAY, SUITE 500
SANTA MONICA, CALIFORNIA 90401-2305
(310) 576-2100
FACSIMILE: (310) 576-2200
July 18, 1996
TCSI Corporation
2121 Allston Way
Berkeley, California 94704
Re: TCSI 1991 Stock Incentive Plan
Gentlemen:
You have advised us that you propose to file a Registration
Statement on Form S-8 with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as
amended, of 5,250,000 shares of Common Stock of TCSI Corporation (the
"Company"), a Nevada corporation (the "Common Stock"). The Board of
Directors of the Company adopted the 1991 Stock Incentive Plan (the
"Plan"), which was approved by the shareholders of the Company on May 17,
1991. The Plan was recently amended by the Board of Directors and the
amendment was approved by the shareholders on May 15, 1996. The Plan
provides for the grant of stock options to purchase shares of the Company's
Common Stock to employees of the Company selected by the Committee of the
Board of Directors appointed to administer the Plan (the "Committee").
Options to acquire said Common Stock have been granted to certain employees
of the Company, the exercise of which and the subsequent sale of the stock
acquired upon such exercise shall be subject to such terms, conditions and
restrictions as the Committee may determine in its sole discretion, as
provided in the Plan. In that connection, you have requested our opinion as
to whether the Common Stock to be issued will, when issued, be legally
issued, fully paid and non-assessable.
In rendering the opinion set forth below, we have reviewed the
following documents:
(i) the Restated Articles of Incorporation of the Company, as
amended and restated to date;
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BRYAN CAVE LLP
TCSI Corporation
July 18, 1996
Page 2
(ii) statements and representations of the Company in the above-
referenced Registration Statement to be filed with the Securities and
Exchange Commission;
(iii) the Plan as amended to date; and
(iv) certain resolutions adopted by the Board of Directors of the
Company and the shareholders of the Company authorizing, among other
things, the adoption of the Plan and subsequent amendment thereof and the
grant of the options to purchase the common stock to certain employees of
the Company as set forth in such Plan.
Based upon such examination and upon such matters of fact and law
as we have deemed relevant, we are of the opinion that the Common Stock,
when issued by the Company in the manner described in the above-referenced
Registration Statement, will constitute the legally issued, fully paid and
non-assessable securities of the Company, provided that the above
referenced Registration Statement becomes effective.
We consent to the use of this opinion as an exhibit to said
Registration Statement.
Very truly yours,
BRYAN CAVE LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the TCSI Corporation 1991 Stock Incentive Plan
and in the related prospectus, of our report dated January 22, 1996 with
respect to the consolidated financial statements and schedule of TCSI
Corporation included in the Annual Report on Form 10-K for the year ended
December 31, 1995 filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Francisco, California
July 17, 1996
