As filed with the Securities and Exchange Commission on September 8, 1998
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Registration No. 333-59985
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8
TO FORM F-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ALCATEL ALSTHOM
(Exact name of registrant as specified in its charter)
Republic of France Inapplicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
54, rue la Boetie
75008 Paris, France
(Address of principal executive offices, including zip code)
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DSC Communications Corporation 1997 Non-Employee Directors Stock Option
and Restricted Stock Plan
DSC Communications Corporation 1993 Non-Employee Directors Stock Option Plan
DSC Communications Corporation 1993 Employee Stock Option and Securities
Award Plan
DSC Communications Corporation 1988 Employee Stock Option Plan
DSC Communications Corporation 1984 Employee Stock Option Plan
Celcore, Inc. 1996 Stock Incentive Plan
Celcore, Inc. 1995 Stock Option Plan
(Full title of the plan)
Krish A. Prabhu
President
Alcatel Network Systems, Inc.
1225 North Alma Road
Richardson, Texas 75081-2206
(Name and address of agent for service)
(972) 996-5000
(Telephone number, including area code, of agent for service)
This Post-Effective Amendment No. 1 on Form S-8 to the Form F-4 Registration
Statement of Alcatel Alsthom (the "Registrant") relates to 4,500,000 American
Depositary Shares ("ADSs") evidenced by American Depositary Receipts ("ADRs"),
each ADS evidencing Ordinary Shares, Nominal Value 40FF each, of the Registrant
deliverable to holders of options to purchase shares of common stock, par value
$0.01 per share, of DSC Communications Corporation ("DSC"), which options were
converted into options to purchase ADSs upon the effective time of the merger of
Net Acquisition, Inc., a wholly-owned subsidiary of the Registrant, with and
into DSC on September 4, 1998. The ADSs were originally registered on the
Registrant's Registration Statement on Form F-4 to which this is an amendment;
accordingly, the registration fee in respect of such ADSs was paid at the time
of the original filing of the Registration Statement relating to such ADSs.
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1
INTRODUCTORY STATEMENT
Alcatel Alsthom (the "Registrant") hereby amends its Registration Statement
on Form F-4 (No. 333-55985) by filing this Post-Effective Amendment No. 1 on
Form S-8 (the "Post-Effective Amendment") relating to the sale of up to
4,500,000 American Depositary Shares ("ADSs") evidenced by American Depositary
Receipts, each ADS representing Ordinary Shares, nominal value 40 French
francs each, of the Registrant. The ADSs are deliverable upon the exercise
of stock options granted under the plans identified on the cover page of
this Post-Effective Amendment (the "Plans").
On September 4, 1998, Net Acquisition, Inc., a Delaware corporation and
a direct wholly-owned subsidiary of the Registrant ("Newco"), was merged with
and into DSC Communications Corporation, a Delaware corporation ("DSC"). As a
result of such merger (the "Merger"), DSC has become a direct wholly-owned
subsidiary of the Registrant and each outstanding share of common stock, par
value $.01 per share, of DSC (the "DSC Common Stock") (other than shares
held by DSC as treasury stock and shares owned by Newco immediately prior to
the Merger) has been converted into 0.815 of an ADS. Pursuant to the Merger,
each outstanding option granted pursuant to the Plans will no longer be
exercisable for shares of DSC Common Stock, but, instead, will constitute an
option to acquire ADSs on the same terms and conditions as were applicable
under such option prior to the Merger, with the number of ADSs subject to such
option and the exercise price thereof being adjusted to take account of the
Merger.
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Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (hereinafter, the "Securities Act"), and
the "Note" to Part I of Form S-8.
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2
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by the Registrant, under Commission File
No. 1-11130, are incorporated herein by reference and made a part hereof:
(a) Annual Report on Form 20-F for the fiscal year ended
December 31, 1997; and
(b) Report of Foreign Private Issuer on Form 6-K for the month
of June 1998; and
(c) (i) the description of the Registrant's Ordinary Shares
and the American Depositary Shares contained in the Registration Statement on
Form 8-A (File No. 1-11130) (the "Form 8-A") filed by the Registrant with the
Commission under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and (ii) the description of the Ordinary Shares set forth under the
headings "Description of Share Capital" and "Description of American Depositary
Receipts" in the Registration Statement on Form F-1 (Registration No. 33-47126),
as originally filed by the Registrant with the Commission under the Securities
Act, on April 10, 1992, which description is incorporated by reference in the
Form 8-A, as such description is amended and updated by the information set
forth under the headings "Description of Alcatel Shares" and "Description of
Alcatel American Depositary Shares" contained in the Proxy Statement/Prospectus
dated July 28, 1998 included in the Registrant's Registration Statement on Form
F-4 (Registration No. 333-59985).
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the effective date of this
Registration Statement, prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered hereby have
been sold or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
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3
Item 6. Indemnification of Directors and Officers.
The Registrant maintains insurance, at its own expense, to protect itself
and any director, officer, employee or agent of the Registrant or of any other
entity affiliated with the Registrant against any civil liability, loss or
expense, other than liability arising out of wilful misconduct.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
3.1 Statuts (Charter) of the Registrant (English
translation) (previously filed as an exhibit
to the Registrant's Annual Report on Form
20-F for the fiscal year ended December 31,
1997 (filed with the Commission on June 25,
1998; File No. 1-11130) and incorporated
herein by reference).
3.2 Form of Amended and Restated Deposit
Agreement, dated as of March 10, 1997, among
the Registrant and The Bank of New York, a
Depositary and the holders from time to time
of the American Depositary Receipts issued
thereunder, including the form of American
Depositary Receipt (previously filed as
Exhibit A(1) to the Registrant's
Registration Statement on Form F-6, dated
February 21, 1997 (File No. 1-11103) and
incorporated herein by reference).
3.3 Agreement and Plan of Merger, dated as of
June 3, 1998 by and among DSC Communications
Corporation, the Registrant and Net
Acquisition, Inc. (previously filed as Annex
A to the Proxy Statement/Prospectus included
in the Registrant's Registration Statement
on Form F-4 filed on July 28, 1998 (File No.
333-59985) and incorporated herein by
reference).
3.4 First Amendment to the Agreement and Plan of
Merger, dated as of July 21, 1998 to the
Agreement and Plan of Merger, dated as of
June 3, 1998 by and among DSC Communications
Corporation, the Registrant and Net
Acquisition, Inc. (previously filed as Annex
B to the Proxy Statement/Prospectus included
in the Registrant's Registration Statement
on Form F-4 filed on July 28, 1998 F-4 (File
No. 333-59985) and incorporated herein by
reference).
23.1 Consent of Arthur Andersen LLP.
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:
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4
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in aggregate, represent a fundamental change
in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i)
and (1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this 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; and
(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 further 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 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at the 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Amendment
No. 1 (Post-Effective Amendment) to Form F-4 Registration Statement on Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Paris, France on September 8, 1998.
ALCATEL ALSTHOM
By: /s/ Jean-Pierre Halbron
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Jean-Pierre Halbron
Senior Executive Vice President
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby authorizes Jean-Pierre Halbron, as attorney-in-fact and
agent, with full powers of substitution, to sign on his or her behalf,
individually and in any and all capacities, including the capacities stated
below, and to file the Amendment No. 1 (Post-Effective Amendment) to Form F-4
Registration Statement on Form S-8 (or such other Form as may be appropriate) in
connection with the registration of American Depositary Shares, American
Depositary Receipts and/or the related Ordinary Shares of the Registrant and any
and all amendments (including post-effective amendments) to the Registration
Statement with the Securities and Exchange Commission, granting to said
attorney-in-fact and agent full power and authority to perform any other act on
behalf of the undersigned required to be done in the premises.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on September 8, 1998.
Signature Title
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/s/ Serge Tchuruk
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Serge Tchuruk Chairman
/s/ Jean-Pierre Halbron
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Jean-Pierre Halbron Senior Executive Vice President
and Chief Financial Officer
/s/ Xavier de Mezerac
- -------------------------------- Deputy Chief Financial Officer
Xavier de Mezerac and Principal Accounting Officer
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Signature Title
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*
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Rand v. Araskog Director
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Daniel Bernard Director
*
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Philippe Bissara Director
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Guy Dejouany Director
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Jacques Friedmann Director
*
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Noel Goutard Director
*
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Francois de Laage de Meux Director
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Pierre-Louis Lions Director
*
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Thierry de Loppinot Director
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Paolo Cantarella Director
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Signature Title
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Ambroise Roux Director
*
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Bruno Vaillant Director
*
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Marc Vienot Director
*
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Helmut Werner Director
* By /s/ Jean-Pierre Halbron
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Jean-Pierre Halbron
Attorney-in-Fact
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8
EXHIBIT INDEX
Exhibit
Number Description
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3.1 Statuts (Charter) of the Registrant (English translation) (previously
filed as an exhibit to the Registrant's Annual Report on Form 20-F for
the fiscal year ended December 31, 1997 (filed with the Commission on
June 25, 1998; File No. 1-11130) and incorporated herein by reference).
3.2 Form of Amended and Restated Deposit Agreement, dated as of March 10,
1997, among the Registrant and The Bank of New York, a Depositary and
the holders from time to time of the American Depositary Receipts
issued thereunder, including the form of American Depositary Receipt
(previously filed as Exhibit A(1) to the Registrant's Registration
Statement on Form F-6, dated February 21, 1997 (File No. 1-11103) and
incorporated herein by reference).
3.3 Agreement and Plan of Merger, dated as of June 3, 1998 by and among DSC
Communications Corporation, the Registrant and Net Acquisition, Inc.
(previously filed as Annex A to the Proxy Statement/Prospectus included
in the Registrant's Registration Statement on Form F-4 filed on July
28, 1998 (File No. 333-59985) and incorporated herein by reference).
3.4 First Amendment to the Agreement and Plan of Merger, dated as of July
21, 1998 to the Agreement and Plan of Merger, dated as of June 3, 1998
by and among DSC Communications Corporation, the Registrant and Net
Acquisition, Inc. (previously filed as Annex B to the Proxy Statement/
Prospectus included in the Registrant's Registration Statement on
Form F-4 filed on July 28, 1998 F-4 (File No. 333-59985) and
incorporated herein by reference).
23.1 Consent of Arthur Andersen LLP.
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Post-Effective Amendment No. 1 to Form F-4 on Form S-8 filed
by Alcatel Alsthom of our report dated March 19, 1998 included or incorporated
by reference in Alcatel Alsthom's Annual Report on Form 20-F for the fiscal year
ended December 31, 1997 as filed with the Securities and Exchange Commission.
Paris, France /s/ Arthur Andersen LLP
September 8, 1998 ARTHUR ANDERSEN LLP
