<PAGE>
As filed with the Securities and Exchange Commission on July 21, 1997
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
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 68-0140975
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(State of Incorporation) (I.R.S. Employer Identification Number)
1080 Marina Village Parkway, Alameda, California 94501
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(Address of Principal Executive Office) (Zip Code)
TCSI CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
--------------
Paul A. Farmer
TCSI Corporation
1080 Marina Village Parkway
Alameda, California 94501
(Name and address of agent for service)
(510) 749-8500
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
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<S> <C> <C> <C> <C>
Title of Amount to be Proposed Proposed Amount of
Securities to be Registered (1) Maximum Maximum Registration Fee
Registered Offering Price Aggregate
Per Share (2) Offering Price
Company Stock 500,000 $5.48 $2,740,000 $830.30
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</TABLE>
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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 Employee Stock Purchase Plan.
(2) Estimated solely for the purpose of determining the registration
fee and computed on the basis of Rule 457 (c).
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. Incorporation of documents by Reference
The following documents listed below are hereby incorporated by refer
ence 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, 1996;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the E
xchange Act since December 31, 1996;
(c) The description of the Registrant's Common Stock contained in its r
egistration 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.
<PAGE> 3
ITEM 7. Exemption from Registration Claimed.
Not Applicable.
ITEM 8. Exhibits
Exhibit Document
Number Description
5.1 Opinion of Wilson, Sonsini, Goodrich and Rosati, P.C., with
respect to the legality of the securities being registered,
including consent to the use of such opinion in the Registration
Statement.
10.1 TCSI Corporation Employee Stock Purchase Plan
23.1 Consent of Wilson, Sonsini, Goodrich and Rosati, P.C., (contained
in their opinion filed as Exhibit 5).
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 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 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 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.
<PAGE> 4
(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.
<PAGE> 5
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 Alameda, State of California on
July 14, 1997.
TCSI Corporation
(Registrant)
By: /s/ Ram A. Banin
----------------
Ram A. Banin,
President and Chief Executive Officer
/s/ Paul A. Farmer
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Paul A. Farmer,
Chief Financial Officer, Secretary
and Treasurer
(Principal Accounting Officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Ram
A. Banin 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.
<PAGE> 6
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
/s/ Ram A. Banin Director July 14, 1997
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Ram A. Banin
/s/ John C. Bolger Director July 14, 1997
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John C. Bolger
/s/ William A. Hasler Director July 14, 1997
- ---------------------
William A. Hasler
/s/ David G. Messerschmitt Director July 14, 1997
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David G. Messerschmitt, Ph.D.
/s/ Harvey E. Wagner Director July 14, 1997
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Harvey E. Wagner
<PAGE> 7
INDEX TO EXHIBITS
Required by Item 601 of Regulation S-K
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<S> <C> <C>
Exhibit No. Description of Item Page No.
5.1 Opinion of Wilson, Sonsini, Goodrich and 18
Rosati, P.C., with respect to the legality
of the securities being registered,
including consent to the use of such
opinion in the Registration Statement.
10.1 TCSI Corporation Employee Stock Purchase Plan 8
23.1 Consent of Wilson, Sonsini, Goodrich and 18
Rosati, P.C., (contained in their opinion
filed as Exhibit 5).
23.2 Consent of Ernst & Young LLP,
Independent Auditors 19
24.1 Power of Attorney 6
</TABLE>
<PAGE> 8
Exhibit 10.1
TCSI CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
The following constitutes the provisions of the TCSI Corporation Empl
oyee Stock Purchase Plan (the "Plan") of TCSI Corporation (the "Company").
1. Purpose.
The purpose of the Plan is to provide employees of the Company and its
subsidiaries with an opportunity to purchase Common Stock of the Company
through payroll deductions. It is the intention of the Company that the
Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code"). The provisions of
the Plan shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of that section
of the Code, as amended from time to time.
2. Definitions.
(a)"Compensation," unless otherwise determined by the Board of
Directors of the Company, means total cash compensation from employment
reportable on Form W-2 including, without limitation, regular straight-time
gross earnings, overtime pay, shift premium, incentive compensation,
bonuses, and commissions, but expressly excluding relocation benefits,
expense reimbursements, gains realized in connection with the exercise of
stock options or participation in a stock option or purchase program and
contributions by the Company to qualified deferred compensation plans.
(b)"Employee" means any person, including an officer, who is
customarily employed for at least 20 hours per week by the Company or its
subsidiaries.
(c)"Subsidiary" means any corporation described in Section 424 of the
Code in which the Company owns, directly or indirectly, 50% or more of the
voting shares.
(d)"Offering Date" means the first business day of an Offering period
of the Plan.
(e)"Termination Date" means the last business day of an Offering
period of the Plan.
<PAGE> 9
3. Eligibility.
(a)General Rule. Any Employee, as defined in Section 2, who shall
have completed at least 30 days of continuous employment by the Company or
its Subsidiaries on the date his or her participation in the Plan is
effective shall be eligible to participate in the Plan, subject to the
limitations imposed by Section 423(b) of the Code.
(b)Exceptions. Any provisions of the Plan to the contrary no
twithstanding, no Employee shall be granted an option under the Plan if:
(i)immediately after the grant, such Employee (or any other
person whose stock ownership would be attributed to such Employee pursuant
to Section 424(d) of the Code) would own shares and/or hold outstanding
options to purchase shares possessing five percent or more of the total
combined voting power or value of all classes of shares of the Company or
of any Subsidiary of the Company; or
(ii)such option would permit the Employee's rights to purchase
shares under all employee stock purchase plans of the Company and its
Subsidiaries to accrue (i.e., become exercisable) at a rate which exceeds
$25,000 of fair market value of such shares (determined at the time such
option is granted) for each calendar year in which such option is
outstanding at any time.
4. Offerings.
The plan shall be implemented by consecutive Offering Periods with a
new Offering Period commencing on the first Trading Day on or after
February 1 and August 1 each year, or on such other date as the Board shall
determine, and continuing thereafter until terminated in accordance with
Section 20 hereof. The Board shall have the power to change the duration
of Offering Periods (including the commencement dates thereof) with respect
to future offerings without stockholder approval if such change is
announced at least five (5) days prior to the scheduled beginning of the
first Offering Period to be affected thereafter.
<PAGE> 10
5. Participation.
An eligible Employee may become a participant in one or more Offerings
under the Plan by completing and signing a subscription agreement
authorizing payroll deductions on a form provided by the Company (the
"Subscription Agreement") and by filing it with the Company's payroll
office not less than three business days prior to the start of the Offering
period with respect to which it is to be effective unless a different time
for filing the Subscription Agreement has been set by the Company with
respect to a given Offering. An Employee's authorization and participation
in the Plan shall become effective on the first Offering Date following the
timely filing of his or her Subscription Agreement and shall remain
effective until revoked by the participant by the filing of a Payroll
Deduction Authorization Change or Withdrawal form as described in Section
10(a) hereof or until changed by the filing of a Payroll Deduction
Authorization Change or Withdrawal form providing for a change in the
participant's payroll deduction rate; provided, however, the Company's
Board of Directors may, in its discretion, limit the number of
participation rate changes during any offering. An Employee who becomes
eligible to participate in the Plan after the commencement of an Offering
period may not become a participant in the Plan until the commencement of
the next Offering.
6. Payroll Deductions.
(a)At the time a participant files his or her Subscription Agreement,
he or she shall elect to have payroll deductions made on each payday during
the next Offering period at a percentage rate equal to a positive whole
number not exceeding 15%, or such other maximum rate as may be determined
from time to time by the Company's Board of Directors (herein sometimes
referred to as the "Board") subject to the provisions of Section 19 hereof,
of the Compensation which would otherwise be payable to such participant on
each such payday; provided, however, that the maximum amount withheld on
behalf of a participant with respect to an Offering period shall not exceed
the maximum amount that a participant might be required to pay upon the
exercise of his or her option determined as of the first day of an Offering
period.
(b)Payroll deductions for a participant shall commence on the first
payday following the date when a participant's payroll deduction
authorization becomes effective and shall automatically continue from
Offering period to Offering period until changed or terminated by the
participant in accordance with the terms hereof.
(c)All payroll deductions authorized by a participant shall be
credited to the participant's individual account under the Plan. A
participant may not make any additional payments into such account.
(d)A participant may terminate his or her participation in the Plan at
any time prior to the Termination of the Offering period as provided in
Section 10, but may not change the rate of his or her payroll deductions
with respect to an Offering period during such Offering period.
<PAGE> 11
7. Grant of Option.
(a)On each Offering Date with respect to which a participant's payroll
authorization is effective, each participant in the Plan shall
automatically be granted an option to purchase (at the option price as
provided in Section 7(b) hereof) up to the number of whole shares of the
Company's Common Stock arrived at by dividing (i) $12,500 by (ii) 100% of
the fair market value of one share of the Company's Common Stock at the
Offering Date, subject to the limitations set forth in Sections 3(b) and 12
hereof. The fair market value of a share of the Company's Common Stock
shall be determined as provided in Section 7(c) hereof.
(b)The option price per share of the shares to be sold during each
Offering shall be the lesser of (i) 85% of the fair market value as defined
in 7(c) hereof, of one share of the Common Stock of the Company at the
Offering Date or (ii) 85% of the fair market value, as defined in 7 (c)
hereof, of one share of the Common Stock of the Company at the Termination
Date.
(c)The fair market value of the Company's Common Stock shall be
determined by the Company's Board of Directors, acting in its sole
discretion, and based upon such factors as the Board determines relevant;
provided, however, that if there is a public market for the Common Stock,
the fair market value of a share of Common Stock on a given date shall be
the mean of the closing bid and asked prices for the Common Stock on such
date, as reported in The Wall Street Journal (or, if not so reported, as
otherwise reported by The Nasdaq Stock Market), or, in the event the Common
Stock is listed on a national securities exchange or on the Nasdaq National
Market, the fair market value per share shall be the mean of the closing
bid and asked price on such exchange or on The Nasdaq Stock Market as of
the date of grant of the option, as reported in The Wall Street Journal.
8. Exercise of Option.
Unless a participant cancels his or her option and withdraws from the
Plan as provided in Section 10, his or her option for the purchase of
shares shall be exercised automatically at the Termination Date of the
Offering period, and the accumulated payroll deductions credited to a
participant's account on the Termination Date will be applied to purchase
whole shares of the Company's Common Stock (up to the maximum number
subject to option as determined in Section 7(a) hereof) at the applicable
option price. Any amount credited to a participant's account and not
applied to the purchase of Common Stock by reason of the limitation on the
number of shares subject to option shall be refunded promptly to such
participant after the Termination Date, provided that any amount remaining
in a participant's account and representing a fractional share shall be
carried over and applied to the purchase of shares in the subsequent
Offering period if the participant participates in the subsequent Offering.
During his or her lifetime, a participant's option to purchase shares
hereunder is exercisable only by such participant.
<PAGE> 12
9. Delivery.
As promptly as practicable after the end of each Offering period, the
Company shall arrange for the issuance and delivery to, or credit to the
account of, each participant, as appropriate, of the shares purchased upon
exercise of his or her option. At the election of the Company, the
issuance and delivery of the shares purchased upon exercise of a
participant's option may be effected by transfer (electronic or otherwise
in the discretion of the Company) of such shares to a securities account
maintained in such participant's name.
10. Withdrawal; Termination of Employment.
(a)A participant may terminate his or her participation in an Offering
under the Plan and withdraw all, but not less than all, the payroll
deductions credited to his or her account under the Plan at any time prior
to a Termination Date by giving written notice of withdrawal to the Company
on a Payroll Deduction Authorization Change or Withdrawal form provided for
such purpose. In such case, all of the participant's payroll deductions
credited to his or her account shall be paid to him or her promptly after
receipt of his or her notice of withdrawal, his or her option for the
current period shall be automatically canceled, and no further payroll
deductions for the purchase of shares shall be made except pursuant to a
new Subscription Agreement filed in accordance with Section 5 hereof.
A participant may terminate his or her participation in the Plan
effective as of the first day of the next Offering period by giving written
notice of withdrawal to the Company on a Payroll Deduction Authorization
Change or Withdrawal form provided for such purpose. In such case, the
participant's payroll deductions will continue through the end of the
Offering period in which the notice of withdrawal is given, all amounts
deducted from the participant's Compensation during such Offering period
will be applied to the purchase of Common Stock pursuant to the Plan, and
following the completion of such Offering period no further payroll
deductions for the purchase of shares shall be made except pursuant to a
new Subscription Agreement filed in accordance with Section 5 hereof.
(b)Upon Termination of a participant's employment for any reason,
including retirement or death, as soon as practicable after such
Termination the payroll deductions credited to his or her account shall be
returned to him or her or, in the case of his or her death, to the person
or persons entitled thereto under Section 14, and his or her option shall
be automatically canceled.
(c)In the event an Employee fails to remain in the continuous employ
of the Company or its Subsidiaries for at least 20 hours per week during
the Offering period in which the Employee is a participant, he or she will
be deemed to have elected to withdraw from the Plan and the payroll
deductions credited to his or her account will be returned to him or her
and his or her option will be canceled.
<PAGE> 13
(d)A participant's withdrawal from an Offering shall not have any
effect upon his or her eligibility to participate in a subsequent Offering
or in any similar plan which may hereafter be adopted by the Company except
as noted in Section 5.
11. Interest.
No interest shall accrue on the payroll deductions of a participant in
the Plan.
12. Stock.
(a)Subject to Section 18, the maximum number of shares of the
Company's Common Stock which shall be made available for sale under the
Plan shall be 500,000 shares plus an annual increase to be added on each
anniversary date of the adoption of the Plan equal to the lesser of (i)
100,000 shares, (ii) one percent of the outstanding shares on such date or
(iii) a lesser amount determined by the Board. The shares to be sold to
participants in the Plan will be authorized but unissued shares. Upon the
cancellation of any option granted under the Plan, the shares subject
thereto shall return to the Plan and become available for options
thereafter granted under the Plan. If the total number of shares which
would otherwise be subject to options granted pursuant to Section 7(a)
hereof at the Offering Date exceeds the number of shares then available
under the Plan (after deduction of all shares for which options have been
exercised or are then outstanding), the Company shall make a pro rata
allocation of the shares remaining available for option grant in as uniform
and equitable a manner as is practicable. In such event, the Company shall
give written notice of such reduction of the number of shares subject to
the options to each participant affected thereby and shall reduce the rate
of payroll deductions, if necessary.
(b)A participant will have no interest or voting right in shares
covered by his or her option until such option has been exercised.
(c)Shares to be delivered to a participant under the Plan shall, as
specified in the participant's Subscription Agreement, be registered in the
name of the participant or in the name of the participant and his or her
spouse.
13. Administration.
The plan shall be administered by the Board or a committee of members
of the Board appointed by the Board. The committee shall have full and
exclusive discretionary authority to construe, interpret and apply the
terms of the plan, to determine eligibility and to adjudicate all disputed
claims filed under the plan. Every finding, decision and determination
made by the Board or its committee shall, to the fullest extent permitted
by law, be final and binding upon all parties.
<PAGE> 14
14. Designation of Beneficiary.
(a)A participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's account
under the Plan in the event of such participant's death subsequent to the
Termination Date of an Offering period but prior to delivery to him or her
of such shares and cash. In addition, a participant may file a written
designation of a beneficiary who is to receive any cash from the
participant's account under the Plan in the event of such participant's
death prior to the Termination Date of an Offering period.
(b)Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant
and in the absence of a valid designation of a beneficiary who is living at
the time of such participant's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the
participant; or if no such executor or administrator has been appointed (to
the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant; or if no spouse, dependent or relative is
known to the Company, then to such other person as the Company may
designate.
15. Transferability.
Neither payroll deductions credited to a participant's account nor any
rights with regard to the exercise of an option or to receive shares under
the Plan may be assigned, transferred, pledged or otherwise disposed of in
any way (other than by will, the laws of descent and distribution, pursuant
to a qualified domestic relations order as defined by the Code or Title I
of the Employee Retirement Income Security Act, or the rules thereunder, or
as provided in Section 14 hereof) by the participant. Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds
in accordance with Section 10 hereof.
16. Use of Funds.
All payroll deductions received or held by the Company on behalf of a
participant under the Plan may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll
deductions.
17. Reports.
Individual accounts will be maintained for each participant in the Pl
an. Individual statements of account will be given to participating
Employees semiannually as promptly as practicable following the Termination
Date of an Offering period, which statements shall set forth the amounts of
payroll deductions, the per share option price, the number of shares
purchased and the remaining cash balance, if any, in a participant's
account.
<PAGE> 15
18. Adjustments upon Changes in Capitalization or Control.
(a)Subject to any required action by the shareholders of the Company,
the number of shares of Common Stock covered by each option under the Plan
which has not yet been exercised and the number of shares of Common Stock
which has been authorized for issuance under the Plan but has not yet been
placed under option or which has been returned to the Plan upon the
cancellation of an option, as well as the option price per share of Common
Stock covered by each option under the Plan which has not yet been
exercised, shall be proportionately adjusted for any increase or decrease
in the number of issued shares of Common Stock resulting from a stock
split, stock dividend, spin-off, reorganization, recapitalization, merger,
consolidation, exchange of shares or the like. Such adjustment shall be
made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issue by
the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of
Common Stock subject to option.
(b)In the event of a proposed sale of all or substantially all of the
assets of the Company, or the merger or consolidation of the Company with
or into another corporation, or in the event of a proposed dissolution or
liquidation of the Company, the offering then in progress shall be
shortened by setting a new Termination Date (the "New Termination Date").
The New Termination Date shall be before the date of the Company's proposed
dissolution, liquidation, sale or merger. The Board shall notify each
participant in writing, at least ten (10) business days prior to the New
Termination Date, that the Termination Date for the participant's option
has been changed to the New Termination Date and that the participant's
option shall be exercised automatically on the New Termination Date, unless
prior to such date the participant has withdrawn from the offering as
provided in Section 10 hereof.
(c)No fractional shares of Common Stock shall be issuable on account
of any adjustment described herein, and the aggregate number of shares into
which shares then covered by an option, when changed as the result of such
adjustment, shall be reduced to the largest number of whole shares
resulting from such adjustment, unless the Board, in its sole discretion,
shall determine to issue scrip certificates in respect to any fractional
shares, which scrip certificates, in such event, shall be in a form and
have such terms and conditions as the Board in its discretion shall
prescribe.
19. Amendment or Termination.
The Board of Directors of the Company may at any time terminate or
amend the Plan in such respects as the Board may deem advisable. No such
Termination will affect options previously granted, nor may an amendment
make any change in any option theretofore granted which adversely affects
the rights of any participant without the prior written consent of such
participant, nor may an amendment be made without prior approval of the
shareholders of the Company if such amendment would increase the number of
shares that may be issued under the Plan.
<PAGE> 16
20. Term of Plan.
The Plan shall become effective upon the earlier to occur of its adop
tion by the Board or its approval by vote of a majority of the outstanding
shares of the Company entitled to vote on the adoption of the Plan. The
Plan shall continue in effect until the Board terminates it pursuant to
Sections 19 or 22 of the Plan.
21. Notices.
All notices or other communications (i) by a participant to the
Company in connection with the Plan shall be deemed to have been duly given
when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof and (ii) by
the Company to a participant in connection with the Plan shall be deemed to
have been duly given when received by the participant or, if earlier, five
days after deposit in the United States mail by certified or registered
mail, return receipt requested, first class postage prepaid, addressed to
the participant at his or her address as shown on the records of the
Company or as such participant may request by written notice to the Company
hereunder.
22. Shareholder Approval.
Notwithstanding anything to the contrary herein, the continuance of
the Plan and the effectiveness of any option granted hereunder shall be
subject to approval by the affirmative vote of the holders of a majority of
the outstanding shares of stock of the Company present or represented and
entitled to vote thereon at a meeting of shareholders duly held in
accordance with the laws of the State of Nevada, within 12 months before or
after the date the Plan is adopted by the Board. No options granted before
such shareholder approval has been obtained shall be exercisable unless
such shareholder approval is obtained. If the Plan is not approved by the
shareholders of the Company within the above-referenced 12-month period,
the Plan and any options granted hereunder shall terminate and all payroll
deductions credited to a participant's account shall be promptly returned
to him or her.
23. No Enlargement of Employee Rights.
The Plan is purely voluntary on the part of the Company, and the cont
inuance of the Plan shall not be deemed to constitute a contract between
the Company and any Employee, or to be consideration for or a condition of
the employment of any Employee. Nothing contained in this Plan shall be
deemed to give any Employee the right to be retained in the employ of the
Company, its parent, Subsidiary or a successor corporation, or to interfere
with the right of the Company or any such corporations to discharge or
retire any Employee thereof at any time. No Employee shall have any right
to or interest in options authorized hereunder prior to the grant of an
option to such Employee, and upon such grant he or she shall have only such
rights and interests as are expressly provided herein, subject to, however,
all applicable provisions of the Company's Articles of Incorporation, as
the same may be amended from time to time.
<PAGE> 17
24. Information to Participants.
The Company shall provide without charge to each participant in the
Plan copies of such annual and periodic reports as are provided by the
Company to its shareholders generally.
25. Governing Law.
To the extent that Federal laws do not otherwise control, the Plan and
all determinations made or actions taken pursuant hereto shall be governed
by the laws of the State of Nevada, without regard to the conflicts of laws
rules thereof.
26. Tax Withholding.
If at any time the Company or any Subsidiary is required, under
applicable laws and regulations, to withhold, or to make any deduction of,
any taxes or take any other action in connection with any exercise of an
option made hereunder or transfer of shares of Common Stock, the Company or
such Subsidiary shall have the right to deduct from all amounts paid in
cash any taxes required by law to be withheld therefrom, and in the case of
shares of Common Stock, the participant or his or her estate or beneficiary
shall be required to pay the Company or such Subsidiary the amount of taxes
required to be withheld or, in lieu thereof, the Company or such Subsidiary
shall have the right to retain, or sell without notice, a sufficient number
of shares of Common Stock to cover the amount required to be withheld, or
to make other arrangements with respect to withholding as it shall deem
appropriate.
27. Securities Law Compliance.
No shares of Common Stock may be issued upon the exercise of any
option under the Plan until all requirements of applicable Federal, state,
foreign or other securities laws with respect to the purchase, sale and
issuance of shares of Common Stock shall have been satisfied. If any
action must be taken because of such requirements, then the purchase, sale
and issuance of shares shall be postponed until such action can reasonably
be taken. Upon request by the Company, an Employee shall deliver to the
Company such information, representations or undertakings as the Company
may reasonably request in order to comply with any registration
requirements or exemptions therefrom of applicable securities laws. The
Company may require any securities so issued to bear a legend, may give its
transfer agent instructions, and may take such other steps as in its
judgment are reasonably required to prevent any violation of applicable
securities laws.
<PAGE> 18
Exhibit 5.1
July 15, 1997
TCSI Corporation
1080 Marina Village Parkway
Alameda, CA 94501
Re: Registration Statement on Form S-8
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 July 18,1997
(the "Registration Statement"), in connection with the registration under
the Securities Act of 1933, as amended, of 500,000 shares of your Common
Stock reserved for issuance under the TCSI Corporation's 1996 Employee
Stock Purchase Plan (the "Shares") (the "Plans"). As legal counsel for TCSI
Corporation, we have examined the proceedings taken and are familiar with
the proceedings taken or 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 pursuant to 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 appearing
in the Registration Statement and any amendments to it.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE> 19
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 TCSI Corporation Employee Stock
Purchase Plan and in the related Prospectus, of our report dated January
23, 1997, with respect to the consolidated financial statements and
financial statement schedule of TCSI Corporation included in its Annual
Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
San Francisco, California
July 15, 1997
