<PAGE> 1
As filed with the Securities and Exchange Commission on January 16, 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 (I.R.S. Employer
of incorporation or Identification No.)
organization)
1144 East Arques Avenue
Sunnyvale, CA 94086
(Address of principal executive offices)
1991 STOCK OPTION PLAN
1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION 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.
Henry V. Barry, Esq.
Mark L. Reinstra
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
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CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1)(2) Price(1)(2) Fee
Common Stock 800,000(1)(2) $3.125 $2,500,000 $758.58(3)
</TABLE>
(1) A total of 5,100,000 shares have been reserved for issuance under the
1991 Stock Option Plan, 700,000 shares of which are being registered
hereby.
(2) A total of 200,000 shares have been reserved for issuance under the
1994 Non-Employee Directors' Stock Option 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
January 15, 1997.
2
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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 and 33-76886).
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 (see page 5).
3
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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 16th day
of January, 1997.
GLOBAL VILLAGE COMMUNICATION, INC.
By /s/ Neil Selvin
------------------------------
Neil Selvin,
President, Chief Executive
Officer and Director
4
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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
--------------------------
Leonard A. Lehmann Chairman of the Board January 16, 1997
/s/Neil Selvin President, Chief Executive Officer, January 16, 1997
-------------------------- and Director (Principal Executive
Neil Selvin Officer, Financial and Accounting
Officer)
/s/Kevin R. Compton Director January 16, 1997
--------------------------
Kevin R. Compton
/s/Eugene Eidenberg Director January 16, 1997
--------------------------
Eugene Eidenberg
/s/Kenneth A. Goldman Director January 16, 1997
--------------------------
Kenneth A. Goldman
/s/Jeremy Jaech Director January 16, 1997
--------------------------
Jeremy Jaech
</TABLE>
5
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Page
- ------ ----
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 (see page 5 of Registration Statement)
6
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EXHIBIT 5.1
January 15, 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 January 15, 1997
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an additional 700,000 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 1994 Non-Employee Directors' Stock Option Plan (the "1994
Directors Plan," and 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
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Global Village Communication, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 dated January 15, 1997, of Global Village Communication, Inc. of our reports
dated April 24, 1996, except as to Note 11, which is as of May 31, 1996,
relating to the consolidated balance sheets of Global Village Communication,
Inc. and subsidiaries as of March 31, 1996 and 1995, and related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended March 31, 1996, and the related schedules,
which reports appear in the March 31, 1996, annual report on Form 10-K of Global
Village Communication, Inc.
KPMG Peat Marwick LLP
Palo Alto, California
January 15, 1997
