<PAGE>
As filed with the Securities and Exchange Commission on April 20, 1999
Registration No. _____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------------------
XIRCOM, INC.
(Exact name of issuer as specified in its charter)
CALIFORNIA 95-4221884
- ----------------------------------- ----------------------------------
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
2300 Corporate Center Drive
Thousand Oaks, California 91320
(Address of Principal Executive Offices)
----------------------
1992 DIRECTOR STOCK OPTION PLAN
AND
1994 EMPLOYEE STOCK PURCHASE PLAN
AND
1995 STOCK OPTION PLAN
(Full title of the plan)
----------------------
Steven F. DeGennaro
Chief Financial Officer
XIRCOM, INC.
2300 Corporate Center Drive
Thousand Oaks, California 91320
(Name and address of agent for service)
(805) 376-9300
(Telephone number, including area code, of agent for service)
----------------------
Copy to:
Howard S. Zeprun, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
Telephone: (650) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Proposed Proposed
Securities to be Amount to Maximum Offering Maximum Aggregate Amount of
Registered be Registered Price Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value
Upon exercise of 300,000 shs. $22.34(1) $ 6,702,000(1) $1,863.18
options under
1992 Director
Stock Option
Plan
Upon exercise of 800,000 shs. $22.34(1) $17,872,000(1) $4,968.47
options under
1994 Employee
Stock Purchase
Plan
Upon exercise of 1,700,000 shs. $22.34(1) $37,978,000(1) $10,558.01
options under
1995 Stock
Option Plan
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $17,389.66
</TABLE>
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(1) Estimated in accordance with Rule 457 solely for the purpose of
calculating the registration fee on the basis of the average between the
high and low price of the Registrant's Common Stock as reported on the
Nasdaq National Market on April 15, 1999.
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XIRCOM, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
There are hereby incorporated by reference in this Registration Statement the
following documents and information heretofore filed with the Securities and
Exchange Commission:
1. The contents of the Registration Statement on Form S-8, file number 33-
49170, filed by the Company with the Securities and Exchange Commission on July
2, 1992.
2. The Company's Annual Report on Form 10-K for the year ended September 30,
1998, filed pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
3. The Company's Quarterly Report on Form 10-Q for the quarter ending
December 31, 1998, filed pursuant to Section 13 of the Exchange Act.
4. The Company's Current Report on Form 8-K dated February 18, 1999, filed
pursuant to Section 13 of the Exchange Act.
5. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A dated February 11, 1992, filed pursuant to
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act on or after the date of this Registration Statement
and 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 by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------------------------------------------
Section 204 of the General Corporation Law of the State of California
("California Law") authorizes a corporation to adopt a provision in its articles
of incorporation eliminating the personal liability of directors to corporations
and their shareholders for monetary damages for breach or alleged breach of
directors' "duty of care." Following a California corporation's adoption of
such a provision, its directors are not accountable to corporations and their
shareholders for monetary damages for conduct constituting negligence (or gross
negligence) in the exercise of their fiduciary duties; however, directors
continue to be subject to equitable remedies such as injunction or rescission.
Under California Law, a director also continues to be liable for (1) a breach of
his or her duty of loyalty; (2) acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law; (3) illegal payments of
dividends; and (4) approval of any transaction from which a director derives an
improper personal benefit. The adoption of such a provision in the articles of
incorporation also does not limit directors' liability for violations of the
federal securities laws.
Section 317 of the California Law makes a provision for the indemnification
of officers, directors and other corporate agents in terms sufficiently broad to
indemnify such persons, under certain circumstances, for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). An amendment to Section 317 provides that
the indemnification provided by this section is not exclusive to the extent
additional rights are authorized in a corporation's articles of incorporation.
The Company has adopted provisions in its Amended Articles of Incorporation
which eliminate the liability of its directors for monetary damages and
authorize the Company
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to indemnify its officers, directors and other agents to the fullest extent
permitted by law.
ITEM 8. EXHIBITS.
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<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
24.2 Consent of counsel (contained in Exhibit 5.1).
25.1 Power of Attorney (see page II-4).
</TABLE>
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 of 1933, as amended (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 that 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act that 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 Thousand Oaks, State of California, on April 20, 1999.
XIRCOM, INC.
By: /s/ DIRK I. GATES
------------------------------
Dirk I. Gates, Chairman,
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dirk I. Gates and Steven F. DeGennaro, jointly
and severally, his attorneys-in-fact, each 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 each of said attorneys-in-fact, or his
substitution or substitutes, may do or cause to be done by virtue hereof.
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>
Signature Title Date
- -------------------------------- -------------------------------- --------------------------------
<S> <C> <C>
/s/ DIRK I. GATES President and Chief Executive April 20, 1999
- --------------------------------
(Dirk I. Gates) Officer and Director (Principal
Executive Officer)
/s/ STEVEN F. DEGENNARO Vice President, Finance and April 20, 1999
- --------------------------------
(Steven F. DeGennaro) Chief Financial Officer (Principal
Accounting Officer)
/s/ MICHAEL F. G. ASHBY Director April 20, 1999
- --------------------------------
(Michael F. G. Ashby)
/s/ KENNETH J. BIBA Director April 20, 1999
- --------------------------------
(Kenneth J. Biba)
/s/ GARY J. BOWEN Director April 20, 1999
- --------------------------------
(Gary J. Bowen)
/s/ J. KIRK MATHEWS Director April 20, 1999
- --------------------------------
(J. Kirk Mathews)
/s/ CARL E. RUSSO Director April 20, 1999
- --------------------------------
(Carl E. Russo)
/s/ WILLIAM J. SCHROEDER Director April 20, 1999
- --------------------------------
(William J. Schroeder)
/s/ DELBERT W. YOCAM Director April 20, 1999
- --------------------------------
(Delbert W. Yocam)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------- ----------------------------------------------------------
<S> <C>
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Ernst & Young LLP, Independent Auditors
24.2 Consent of Counsel (Contained in Exhibit 5.1.)
25.1 Power of Attorney (included in signature pages to this registration
statement)
</TABLE>
<PAGE>
EXHIBIT 5.1
April 20, 1999
Xircom, Inc.
2300 Corporate Center Drive
Thousand Oaks, California 91320
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 April 20, 1999 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 300,000 shares of your Common
Stock issuable under your 1992 Director Stock Option Plan, 800,000 shares of
your Common Stock issuable under your 1994 Employee Stock Purchase Plan and
1,700,000 of your Common Stock issuable under your 1995 Stock Option Plan. Such
shares of Common Stock are referred to herein as the "Shares". The 1992 Director
Stock Option Plan, the 1994 Employee Stock Purchase Plan and the 1995 Stock
Option Plan are collectively referred to herein as the "Plans".
As your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the issuance and sale of the Shares pursuant to the
Plans.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken by you prior to the issuance of
the Shares pursuant to the Registration Statement and the Plans and upon
completion of the actions being taken in order to permit such transactions to be
carried out in accordance with the securities laws of the various states where
required, the Shares 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 and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the 1992 Director Stock Option Plan, the 1994 Employee
Stock Purchase Plan and the 1995 Stock Option Plan of Xircom, Inc. of our report
dated October 19, 1998, with respect to the consolidated financial statements
and schedule of Xircom, Inc. included in its Annual Report (Form 10-K) for the
year ended September 30, 1998, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Woodland Hills, California
April 20, 1999
