<PAGE>
As filed with the Securities and Exchange Commission on December 8, 1999
Registration No. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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XIRCOM, INC.
(Exact Name of Registrant as Specified in Its Charter)
----------------
<TABLE>
<S> <C>
California 95-4221884
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
</TABLE>
2300 Corporate Center Drive
Thousand Oaks, California 91320
(805) 376-9300
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
----------------
Steven F. DeGennaro
Chief Financial Officer
Xircom, Inc.
2300 Corporate Center Drive
Thousand Oaks, California 91320
(805) 376-9300
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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Copies to:
<TABLE>
<S> <C>
Howard Zeprun, Esq. Alan F. Denenberg, Esq.
Wilson Sonsini Goodrich & Rosati, Shearman & Sterling
Professional Corporation 1550 El Camino Real
650 Page Mill Road Menlo Park, CA 94025
Palo Alto, California 94304 (650) 330-2200
(650) 493-9300
</TABLE>
----------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the registration statement becomes effective.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration No.
333-90783
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Proposed maximum
maximum aggregate Amount of
Title of securities Amount being offering price offering registration
being registered registered(1) per Share(2) price(2) fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.001
per share............. 575,000 $51.25 $29,468,750.00 $7,779.75
</TABLE>
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(1) Includes 75,000 shares issuable upon exercise of an over-allotment option
granted to the Underwriters.
(2) Based on the offering price.
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<PAGE>
INCORPORATION BY REFERENCE
OF REGISTRATION STATEMENT ON FORM S-3 (REGISTRATION NO. 333-90783)
XIRCOM, INC. (the "Company") hereby incorporates by reference into this
Registration Statement on Form S-3 in its entirety the Registration Statement
on Form S-3 (Registration No. 333-90783), as amended (including the exhibits
thereto), declared effective at approximately 4:30 p.m. on December 8, 1999 by
the Securities and Exchange Commission.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. Exhibits
The following exhibits are filed herewith or incorporated by reference
herein:
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- -------------
<C> <S>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(included in Exhibit 5.1)
24.1++ Power of Attorney of certain directors and officers of Xircom, Inc.
(see page II-4 of Xircom, Inc.'s Registration Statement on Form S-3
(Registration No. 333-90783) which is incorporated herein
by reference)
</TABLE>
- --------
++Previously filed.
II-1
<PAGE>
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 requirements
for filing on Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Thousand Oaks, State of California, on December 8, 1999.
XIRCOM, INC.
/s/ Dirk I. Gates
By: _________________________________
Chairman of the Board
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<C> <S> <C>
/s/ Dirk I. Gates President and Chief December 8, 1999
____________________________________ Executive Officer
Dirk I. Gates
* Chief Financial Officer December 8, 1999
____________________________________ (Principal Financial
Steven F. DeGennaro and Accounting
Officer)
* Director December 8, 1999
____________________________________
Michael F. G. Ashby
* Director December 8, 1999
____________________________________
Kenneth J. Biba
* Director December 8, 1999
____________________________________
Gary J. Bowen
* Director December 8, 1999
____________________________________
J. Kirk Mathews
* Director December 8, 1999
____________________________________
Carl E. Russo
* Director December 8, 1999
____________________________________
William J. Schroeder
* Director December 8, 1999
____________________________________
Delbert W. Yocam
/s/ Dirk I. Gates
*By: ______________________________
Attorney-in-Fact
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- -------------
<C> <S>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(included in Exhibit 5.1)
24.1++ Power of Attorney of certain directors and officers of Xircom, Inc.
(see page II-4 of Xircom, Inc.'s Registration Statement on Form S-3
(Registration No. 333-90783) which is incorporated by reference)
</TABLE>
- --------
++Previously filed.
<PAGE>
EXHIBIT 5.1
[Form of Legal Opinion]
December 8, 1999
Xircom, Inc.
2300 Corporate Center Drive
Thousand Oaks, California 91320
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the registration statement on Form S-3, as amended,
filed by Xircom, Inc., a California corporation (the "Company"), with the
Securities and Exchange Commission in connection with the registration under
the Securities Act, as amended, of up to 575,000 shares of the Company's
common stock (including an over-allotment option of up to 75,000 shares of the
Company's common stock granted to the underwriters) (the "Shares"). The Shares
are to be sold to the underwriters for resale to the public as described in
the registration statement and pursuant to an underwriting agreement filed as
an exhibit thereto. As legal counsel to the Company, we have examined the
proceedings proposed to be taken in connection with said sale and issuance of
the Shares.
Based upon the foregoing, we are of the opinion that the Shares,
when issued in the manner described in the registration statement, will be
duly authorized, 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 the prospectus constituting
a part thereof, and any amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Howard S. Zeprun
--------------------------
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Xircom, Inc.,
(including the Rule 462(b) Registration Statement) filed on December 8, 1999,
for the registration of 4,000,000 shares of its common stock and to the
incorporation by reference therein of our report dated October 18, 1999, with
respect to the consolidated financial statements and schedule of Xircom, Inc.
included in its Annual Report on Form 10-K for the year ended September 30,
1999 and to the use of our report dated November 5, 1999, with respect to the
supplemental consolidated financial statements and schedule of Xircom, Inc.
included herein and in its Current Report on Form 8-K dated November 10, 1999,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Woodland Hills, California
December 3, 1999
