<PAGE>
As filed with the Securities and Exchange Commission on November 25, 1997.
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GLOBAL VILLAGE COMMUNICATION, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 94-3095680
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1144 East Arques Avenue
Sunnyvale, CA 94086
(Address of principal executive offices)
-------------------------------
1991 STOCK OPTION PLAN
1993 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
-------------------------------
Neil Selvin
President and Chief Executive Officer
GLOBAL VILLAGE COMMUNICATION, INC.
1144 East Arques Avenue
Sunnyvale, CA 94086
(408) 523-1000
(Name, address and telephone number of agent for service)
-------------------------------
Copy to:
Alan K. Austin, Esq.
Mark L. Reinstra, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================
Proposed
Proposed Maximum
Maximum Aggregate
Title of Securities Amount to be Offering Price Offering Amount of
to be Registered Registered Per Share (3) Per Price (3) Registration Fee
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 500,000 (1) $2.0625 $1,031,250.00 $312.50(3)
Common Stock 100,000 (2) $2.0625 $ 206,250.00 $ 62.50(3)
Total $375.00
- --------------------------------------------------------------------------------------
</TABLE>
(1) A total of 5,600,000 shares have been reserved for issuance under the 1991
Stock Option Plan, 500,000 shares of which are being registered hereby.
(2) A total of 400,000 shares have been reserved for issuance under the 1993
Employee Stock Purchase Plan, 100,000 shares of which are being registered
hereby.
(3) 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 November 21, 1997.
================================================================================
The Company hereby incorporates by reference in this Registration Statement
the contents of the Company's earlier Registration Statements on Form S-8 (File
Nos. 33-76772, 33-76886 and 333-19899).
<PAGE>
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 Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (included in Page 3).
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Sunnyvale, State of California, on this 21 day of
November, 1997.
GLOBAL VILLAGE COMMUNICATION, INC.
By /s/ Neil Selvin
----------------------------------------
Neil Selvin
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Neil Selvin his attorney-in-fact, 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
said attorney-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, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Leonard A. Lehmann Chairman of the Board November 21, 1997
- ------------------------
Leonard A. Lehmann
/s/ Neil Selvin President, Chief Executive Officer and November 21, 1997
- ------------------------ Director
Neil Selvin (Principal Executive Officer)
/s/ Marc Linden Chief Financial Officer and Senior Vice November 21, 1997
- ------------------------ President, Finance and Business Development
Marc Linden (Principal Financial and Accounting Officer)
/s/ Kevin R. Compton Director November 21, 1997
- ------------------------
Kevin R. Compton
/s/ Eugene Eidenberg Director November 21, 1997
- ------------------------
Eugene Eidenberg
/s/ Kenneth A. Goldman Director November 21, 1997
- ------------------------
Kenneth A. Goldman
/s/ Jeremy Jaech Director November 21, 1997
- ------------------------
Jeremy Jaech
</TABLE>
3
<PAGE>
EXHIBIT 5.1
November 21, 1997
Global Village Communication, Inc.
1144 East Arques Avenue
Sunnyvale, CA 94086
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 November 22, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an additional 500,000 shares of your
Common Stock reserved for issuance under the 1991 Stock Option Plan (the "1991
Plan") and an additional 100,000 shares of your Common Stock, reserved for
issuance under the 1993 Employee Stock Purchase Plan (together with the 1991
Plan, the "Plans"). 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 Plans.
It is our opinion that, when issued and sold in the manner referred to in
the Plans and pursuant to the agreements which accompany the Plans, 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,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
-------------------------------
The Board of Directors
Global Village Communication, Inc.
We consent to incorporation by reference herein of our report dated April 23,
1997, relating to the consolidated balance sheets of Global Village
Communication, Inc. and subsidiaries as of March 31, 1997 and 1996, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the three-year period ended March 31, 1997,
and the related schedule, which report appears in the March 31, 1997, annual
report on Form 10-K of Global Village Communication, Inc.
/s/KPMG Peat Marwick LLP
Palo Alto, California
November 25, 1997
