<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 1996
Registration No.
--------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
AUREAL SEMICONDUCTOR INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 94-3117385
- --------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
4245 TECHNOLOGY DRIVE
FREMONT, CA 94538
---------------------------------------------------
(Address of principal executive offices) (Zip code)
OPTIONS GRANTED BY CRYSTAL RIVER ENGINEERING, INC.
AND ASSUMED BY AUREAL SEMICONDUCTOR INC.
----------------------------------------------------
(Full title of the plan)
DAVID J. DOMEIER
VICE PRESIDENT, FINANCE AND
CHIEF FINANCIAL OFFICER
AUREAL SEMICONDUCTOR INC.
4245 TECHNOLOGY DRIVE
FREMONT, CA 94538
---------------------------------------------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 510/252-4245
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
1
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share(1) price(1) fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 701,183 $0.36 $252,425.88 $ 87.04
Par Value $0.001 1,055,562 $0.12 $126,667.44 $ 43.68
888,100 $0.40 $355,240.00 $122.50
TOTAL 2,644,845 $734,333.32 $253.22
</TABLE>
- --------------------
(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price is computed on the basis of the exercise price.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Aureal Semiconductor Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:
(a) The Company's latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the "Securities Act") containing audited
financial statements for the Company's latest fiscal year. The prospectus is
included in the Company's Registration Statement on Form S-3 (No. 333-3870,
effective June 27, 1996).
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the registrant document referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
3
<PAGE> 4
Item 6. Indemnification of Directors and Officers
Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach or alleged breach of the directors' "duty of care." While the
relevant statute does not change directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as injunction
or rescission. The statute has no effect on directors' duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, illegal payment of dividends and approval of any transaction
from which a director derives an improper personal benefit.
The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care. The By-Laws of the Company provide for indemnification of its directors,
officers, employees and agents to the full extent permitted by the General
Corporation Law of the State of Delaware, the Company's state of incorporation,
including those circumstances in which indemnification would otherwise be
discretionary under Delaware Law. Section 145 of the General Corporation Law of
the State of Delaware provides for indemnification in terms sufficiently broad
to indemnify such individuals, under certain circumstances, for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
4
<PAGE> 5
(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 the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 which remain unsold at the termination of
the offering.
(b) Filing incorporating subsequent Exchange Act documents by
reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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.
(h) Request for acceleration of effective date or filing of
registration statement on Form S-8
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Act and is, therefore,
5
<PAGE> 6
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 Act and will be governed by the final adjudication of
such issue.
SIGNATURE
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 Fremont, State of California, on July 30, 1996.
Aureal Semiconductor Inc.
/s/ David J. Domeier
By:_________________________________
David J. Domeier, Vice President,
Finance and Chief Financial Officer
6
<PAGE> 7
POWER OF ATTORNEY
The officers and directors of Aureal Semiconductor Inc. whose
signatures appear below, hereby constitute and appoint Kenneth A. Kokinakis and
David J. Domeier, and each of them, their true and lawful attorneys and agents,
with full power of substitution, each with power to act alone, to sign and
execute on behalf of the undersigned any amendment or amendments to this
registration statement on Form S-8, and each of the undersigned does hereby
ratify and confirm all that each of said attorney and agent, or their or his
substitutes, shall 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 by the following persons in the capacities indicated
on July 30, 1996.
<TABLE>
<CAPTION>
Signature Title
- --------------------------------------------------------------------------------------------
<S> <C>
/s/ Kenneth A. Kokinakis
- ----------------------------------
Kenneth A. Kokinakis President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ David J. Domeier
- ----------------------------------
David J. Domeier Vice President, Finance, Chief Financial Officer
and Chief Accounting Officer (Principal
Financial and Accounting Officer)
/s/ Brendan R. O'Flaherty
- ----------------------------------
Brendan R. O'Flaherty Vice President, Business Development,
Secretary and General Counsel
/s/ L. William Krause
- ----------------------------------
L. William Krause Director
/s/ D. Richard Masson
- ----------------------------------
D. Richard Masson Director
/s/ Andrew S. Rappaport
- ----------------------------------
Andrew S. Rappaport Director
/s/ Thomas K. Smith, Jr.
- ----------------------------------
Thomas K. Smith, Jr. Director
</TABLE>
7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
4.1 Second Amended and Restated Certificate of
Incorporation of the Company
4.2 Amendments to the Restated Bylaws of the
Company
4.3 The Agreement and Plan of Reorganization
among the Company, Aureal Acquisition
Corporation, a California corporation and
wholly-owned subsidiary of the Company
and Crystal River Engineering, Inc. dated as
of May 7, 1996 is incorporated by reference to
Exhibit 5.1 to the Company's Registration
Statement on Form 8-K filed with the
Securities and Exchange Commission on May
22, 1996 (File No. 0-20684)
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Ernst & Young LLP
24 Power of Attorney (included in signature
pages to this registration statement)
</TABLE>
8
<PAGE> 1
EXHIBIT 4.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MEDIA VISION TECHNOLOGY INC.
Media Vision Technology Inc., a corporation organized and
existing under the laws of the State of Delaware, hereby certifies that:
1. The name of the corporation is Media Vision Technology Inc.
The corporation's original certificate of incorporation was filed with the
Secretary of State of the State of Delaware on November 2, 1992.
2. This Amended and Restated Certificate of Incorporation
restates and integrates and further amends the provisions of the Certificate of
Incorporation of this corporation and has been duly adopted in accordance with
Sections 242 and 245 of the General Corporation Law of the State of Delaware.
3. The text of the Certificate of Incorporation of this
corporation is hereby restated and further amended to read in its entirety as
follows:
FIRST: The name of the corporation is Aureal Semiconductor
(hereinafter sometimes referred to as the "Corporation").
SECOND: The address of its registered office in the State of
Delaware is Incorporating Services, Ltd., 15 East North Street, in the City of
Dover, County of Kent. The name of its registered agent at such address is
Incorporating Services, Ltd.
THIRD: The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be organized under the
Delaware General Corporation Law.
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is one hundred million (100,000,000)
shares of common stock, and the par value of each such shares shall be $0.001.
FIFTH: The issuance of nonvoting equity securities is
prohibited.
SIXTH: A director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (a) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under section 174 of the Delaware General
Corporation Law, or (d) for any transaction from which the
<PAGE> 2
director derived any improper personal benefit. If the Delaware General
Corporation Law is hereafter amended to authorize further elimination or
limitation of the liability of the corporation's directors, then the liability
of a director of the corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law as so amended. Any
repeal or modification of the foregoing provisions of this Article SIXTH by the
stockholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
SEVENTH: Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative proceeding,
by reason of the fact that he or she is or was a director, officer or employee
of the corporation or is or was serving at the request of the corporation as a
director, officer or employee of another corporation, or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer or employee or in any other capacity
while serving as a director, officer or employee, shall be indemnified and held
harmless by the corporation to the fullest extent authorized by Delaware law, as
the same exists or may hereafter be amended (but in the case of any such
amendment, only to the extent that such amendment permits the corporation to
provide broader indemnification rights than said law permitted the corporation
to provide prior to such amendment) against all expenses, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties,
amounts paid or to be paid in settlement and amounts expended in seeking
indemnification granted to such person under applicable law, this Article
SEVENTH or any agreement with the corporation) reasonably incurred or suffered
by such person in connection therewith, and such indemnification shall continue
as to a person who has ceased to be a director, officer or employee and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that, except as otherwise provided in this Article SEVENTH,
the corporation shall indemnify any such person seeking indemnity in connection
with an action, suit or proceeding (or part thereof) initiated by such person
only if (a) such indemnification is expressly required to be made by law, (b)
the action, suit or proceeding (or part thereof) was authorized by the Board of
Directors of the corporation, (c) such indemnification is provided by the
corporation, in its sole discretion, pursuant to the powers vested in the
corporation under the Delaware General Corporation Law, or (d) the action, suit
or proceeding (or part thereof) is brought to establish or enforce a right to
indemnification under an indemnity agreement or any other statute or law or
otherwise as required under Section 145 of the Delaware General Corporation Law.
Such right shall be a contract right and shall include the right to be paid by
the corporation expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the Delaware General
Corporation Law then so requires, the payment of such expenses incurred by a
director or officer of the corporation in his
<PAGE> 3
or her capacity as a director or officer (and not in any other capacity in which
service was or is tendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of such proceeding, shall be made only upon delivery to
the corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it should be determined ultimately that such
director or officer is not entitled to be indemnified under this Article SEVENTH
or otherwise. If a claim under this Article SEVENTH is not paid in full by the
corporation within ninety (90) days after a written claim has been received by
the corporation, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if such suit is not
frivolous or brought in bad faith, the claimant shall be entitled to be paid
also the expense of prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any, has been tendered to this corporation) that the claimant
has not met the standards of conduct which make it permissible under the
Delaware General Corporation Law for the corporation to indemnify the claimant
for the amount claimed, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that claimant has not met the applicable standard of
conduct.
The rights conferred on any person in this Article SEVENTH
shall be in addition to any other right which such persons may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation, bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.
The Board of Directors is authorized to enter into a contract
with any director, officer, employee or agent of the corporation, or any person
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, including employee benefit plans, providing for indemnification
rights equivalent to or, if the Board of Directors so determines, greater than,
those provided for in this article SEVENTH.
Any amendment, repeal or modification of any provision of this
Article SEVENTH shall not adversely affect any right or protection of a director
or officer of the corporation existing at the time of such amendment, repeal or
modification.
<PAGE> 4
EIGHTH: In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly empowered to adopt,
amend or repeal Bylaws of the corporation. Any adoption, amendment or repeal of
Bylaws of the corporation by the Board of Directors shall require the approval
of a majority of the total number of authorized directors (whether or not there
exist any vacancies in previously authorized directorships at the time any
resolution providing for adoption, amendment or repeal is presented to the Board
of Directors). The stockholders shall also have power to adopt, amend or repeal
the Bylaws of the corporation. Any adoption, amendment or repeal of Bylaws of
the corporation by the stockholders shall require, in addition to any vote of
the holders of any class or series of stock of the corporation required by law
or by this Certificate of Incorporation, the affirmative vote of the holders of
at least a majority of the voting power of all of the then outstanding shares of
the capital stock of the corporation entitled to vote generally in the election
of directors, voting together as a single class. Notwithstanding anything to the
contrary contained in this Article EIGHTH, the affirmative vote of the holders
of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of
all of the then outstanding shares of the capital stock of the corporation
entitled to vote generally in the election of directors, voting together as a
single class, shall be required to amend or repeal Bylaws of the corporation
that relate to the matters described in Articles SEVENTH, NINTH and TENTH.
NINTH: The authorized number of directors initially shall be
five (5), and thereafter may be increased or decreased from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors; provided that the
authorized number of directors which shall constitute the whole Board of
Directors shall not be less than five (5) nor more than seven (7). The directors
shall be divided into three classes, as nearly equal in number as reasonably
possible. Each director shall serve for a term ending on the third annual
meeting of stockholders following the annual meeting of stockholders at which
such director was elected; provided, however, that the directors first elected
to Class I shall serve for a term ending at the annual meeting to be held in
1996, the directors first elected to Class II shall serve for a term ending at
the annual meeting to be held in 1997, and the directors first elected to Class
III shall serve for a term ending at the annual meeting to be held in 1998. At
each annual election, the directors chosen to succeed those whose terms then
expire shall be of the same class as the directors they succeed, unless, by
reason of any intervening changes in the authorized number of directors, the
Board of Directors shall designate one or more directorships whose terms then
expire as directorships of another class in order to more nearly achieve
equality of the number of directors among the classes. Notwithstanding the rule
that the three classes shall be as nearly equal in number of directors as
possible, in the event of any change in the authorized number of directors, each
director then continuing to serve as such shall nevertheless continue as a
director of the class of which he or she is a member until the expiration of his
or her current term, or his or her prior death, resignation or removal. The
directors
<PAGE> 5
shall be elected at each annual meeting of stockholders, but if any annual
meeting is not held, or the directors are not elected thereat, the directors may
be elected at any special meeting of the stockholders held for that purpose. All
directors shall hold office until the expiration of the term for which elected,
and until their respective successors are elected, except in the case of the
death, resignation, or removal of any director. Elections of directors need not
be by written ballot unless the Bylaws of the corporation shall so provide.
Newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification or other cause
(other than removal from office by a vote of the stockholders) may be filled
only by a majority vote of the directors then in office, though less than a
quorum, and directors so chosen shall hold office for a term expiring at the
next annual meeting of stockholders at which the term of office of the class to
which they have been elected expires. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.
Any director, or the entire Board of Directors, may be removed
from office at any time, with or without cause, but only by the affirmative vote
of the holders of at least a majority of the voting power of all of the then
outstanding shares of capital stock of the corporation entitled to vote
generally in the election of directors, voting together as a single class.
Vacancies on the Board of Directors resulting from such removal may be filled
only by the affirmative vote of a majority of the shares represented and voting
at a duly held meeting at which a quorum is present or by unanimous written
consent of the stockholders. Directors so chosen shall hold office for a term
expiring at the next annual meeting of stockholders at which the term of office
of the class to which they have been elected expires.
TENTH: Special meetings of stockholders of the corporation may
be called only (1) by the Board of Directors pursuant to a resolution adopted by
a majority of the total number of authorized directors (whether or not there
exist any vacancies in previously authorized directorships at the time any such
resolution is presented to the Board of Directors for adoption) or (2) by the
holders of not less than ten percent (10%) of all of the shares entitled to cast
votes at the meeting, voting together as a single class.
ELEVENTH: The corporation reserves the right to amend or
repeal any provision contained in this Certificate of Incorporation in the
manner prescribed by the laws of the State of Delaware and all rights conferred
upon stockholders are granted subject to this reservation; provided, however,
that, notwithstanding any other provision of this Certificate of Incorporation
or any provision of law which might otherwise permit a lesser vote or no vote,
but in addition to any vote of the holders of any class or series of the stock
of this corporation required by law or by
<PAGE> 6
this Certificate of Incorporation, the affirmative vote of the holders of at
least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of
the then outstanding shares of the capital stock of the corporation entitled to
vote generally in the election of directors, voting together as a single class,
shall be required to amend or repeal this Article ELEVENTH, Article SIXTH,
Article SEVENTH, Article NINTH, or Article TENTH.
IN WITNESS WHEREOF, the corporation has caused this Amended
and Restated Certificate of Incorporation to be signed by its President and
Chief Executive Officer and attested to by its Secretary this 8th day of May,
1996.
--------------------------------------
Kenneth A. Kokinakis
President and Chief Executive Officer
Attest:
- -------------------------------
Brendan R. O'Flaherty, Secretary
<PAGE> 1
EXHIBIT 4.2
AMENDMENT OF RESTATED BYLAWS
Article I, Section 2. Approved by the Board of Directors on
February 2, 1996, and approved by at least 66-2/3% of the stockholders of the
Corporation on May 8, 1996: Article I, Section 2 of the Restated Bylaws shall be
amended to read in full as follows:
Section 2. Special Meetings. Except as
otherwise required by law (meaning, here and hereinafter, as
required from time to time by the Delaware General Corporation
Law or the Certificate of Incorporation of the Corporation),
special meetings of the stockholders, for any purpose or
purposes prescribed in the notice of the meeting, may be
called only (i) by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of
authorized directors (whether or not there exist any vacancies
in previously authorized directorships at the time any such
resolution is presented to the Board of Directors for
adoption) or (ii) by the holders of not less than ten percent
(10%) of all shares entitled to cast votes at the meeting,
voting together as a single class and shall be held at such
time, date and place (within or without the State of Delaware)
as they shall fix. Business transacted at special meetings
shall be confined to the purpose or purposes stated in the
notice.
Article II, Section 3. Approved by the Board of Directors on
February 2, 1996, and approved by at least 66-2/3% of the stockholders of the
Corporation on May 8, 1996: Article II, Section 3 of the Restated Bylaws shall
be amended to read in full as follows:
Section 3. Removal. Any director, or the
entire Board of Directors, may be removed from office at any
time, with or without cause, but only by the affirmative vote
of the holders of at least a majority of the voting power of
all of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of
directors, voting together as a single class. Vacancies on the
Board of Directors resulting from such removal may be filled
only by the affirmative vote of a majority of the shares
represented and voting at a duly held meeting at which a
quorum is present or by unanimous written consent of the
stockholders. Directors so chosen shall hold office for a term
expiring at the next annual meeting of stockholders at which
the term of office of the class to which they have been
elected expires.
<PAGE> 1
[GRAY CARY WARE FREIDENRICH LETTERHEAD]
EXHIBIT 5
OUR FILE NO.
1010646-900000
July 30, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: AUREAL SEMICONDUCTOR INC.
REGISTRATION STATEMENT ON FORM S-8 REGISTERING SHARES ISSUABLE UNDER
OPTIONS GRANTED BY CRYSTAL RIVER ENGINEERING, INC. AND ASSUMED BY
AUREAL SEMICONDUCTOR INC.
Ladies and Gentlemen:
As legal counsel for Aureal Semiconductor Inc., a Delaware
corporation (the "Company"), we are rendering this opinion in connection with
the registration under the Securities Act of 1933, as amended, of up to
2,644,845 shares of the Common Stock, $0.001 par value, of the Company which may
be issued pursuant to the exercise of options granted by Crystal River
Engineering, Inc. and Assumed by Aureal Semiconductor Inc. (the "Agreements").
We have examined all instruments, documents and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies.
We are admitted to practice only in the State of California and we
express no opinion concerning any law other than the law of the State of
California, the corporation laws of the State of Delaware and the federal law of
the United States.
<PAGE> 2
Securities and Exchange Commission
Page 2
As to matters of Delaware corporation law, we have based our opinion
solely upon our examination of such laws and the rules and regulations of the
authorities administering such laws, all as reported in standard, unofficial
compilations. We have not obtained opinions of counsel licensed to practice in
jurisdictions other than the State of California.
Based on such examination, we are of the opinion that the 2,644,845
shares of Common Stock which may be issued upon exercise of options evidenced by
the Agreements are duly authorized shares of the Company's Common Stock, and,
when issued against receipt of the consideration therefor in accordance with the
provisions of the Agreements, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 11, 1996,
included in Aureal Semiconductor Inc.'s Form 10-K for the year ended December
31, 1995, and to all references to our firm included in this registration
statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
San Jose, California
July 30, 1996
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Exhibit 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) of Aureal Semiconductor Inc. of our report dated August 4, 1994,
except as to the first paragraph of Note 1 as to which the date is January 20,
1995, with respect to the consolidated financial statements and schedule of
Media Vision Technology Inc. (now Aureal Semiconductor Inc.) included in its
Annual Report (Form 10-K) for the year ended December 31, 1995 filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
San Jose California
July 26, 1996
