As filed with the Securities and Exchange Commission on May 20, 1996
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
STARSIGHT TELECAST, INC.
(Exact name of Registrant as specified in its charter)
California 94-3003250
(State of Incorporation) (I.R.S. Employer
Identification No.)
39650 Liberty Street, Third Floor
Fremont, California 94538
(510) 657-9900
(Address and telephone number of Registrant's principal executive offices)
--------------------------------
1989 STOCK INCENTIVE PROGRAM
(Full Title of the Plans)
--------------------------------
Larry W. Wangberg
Chairman of the Board
and Chief Executive Officer
StarSight Telecast, Inc.
39650 Liberty Street, Third Floor
Fremont, California 94538
(510) 657-9900
(Name, address and telephone number of agent for service)
--------------------------------
Copy to:
CHRIS F. FENNELL, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
--------------------------------
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<PAGE>
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CALCULATION OF REGISTRATION FEE
================================================================================
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
================================================================================
Common Stock,
no par value,
to be issued
under the
1989 Stock
Incentive Program 900,000 shares $ 6.94 $6,246,000 $2,154.00
================================================================================
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of the average of the high
and low price for the Common Stock as reported on the Nasdaq National
Market System on May 16, 1996.
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The contents of the Registrant's Form S-8 Registration Statement
(Registration No. 33-68758) dated September 14, 1993 and Form S-8 Registration
Statement (Registration No. 33-87660) dated December 21, 1994 are incorporated
herein by reference.
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. Exhibits
Exhibit
Number Documents
------- -----------------------------------------------
4.1 1989 Stock Incentive Program
5.1 Opinion of counsel as to legality of securities
being registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (see page 4)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, StarSight Telecast, Inc., a corporation organized and existing under
the laws of the State of California, 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 this 17th day of May, 1996.
STARSIGHT TELECAST, INC.
By: /s/ Larry W. Wangberg
--------------------------------
Larry W. Wangberg
Chairman of the Board of
Directors, Chief Executive
Officer and Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Larry W. Wangberg and Martin W. Henkel,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her 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 substitute or substitutes, may do or cause to be done
by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
------------------------- ------------------------------ ------------
/s/ Larry W. Wangberg Chairman of the Board of May 17, 1996
------------------------- Directors and Chief Executive
(Larry W. Wangberg) Officer
(Principal Executive Officer)
/s/ Brian L. Klosterman President, Chief Operating May 17, 1996
------------------------- Officer and Director
(Brian L. Klosterman)
/s/ Martin W. Henkel Executive Vice President, May 17, 1996
------------------------- Chief Financial Officer and
(Martin W. Henkel) Director (Principal Financial
and Accounting Officer)
/s/ Jack C. Clifford Director May 17, 1996
-------------------------
(Jack C. Clifford)
------------------------- Director May __, 1996
(Ajit M. Dalvi)
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/s/ Donn M. Davis Director May 17, 1996
-------------------------
(Donn M. Davis)
------------------------- Director May __, 1996
(Thomas E. Dooley)
/s/ John F. Doyle Director May 17, 1996
-------------------------
(John F. Doyle)
/s/ John W. Goddard Director May 17, 1996
-------------------------
(John W. Goddard)
------------------------- Director May __, 1996
(Edward D. Horowitz)
/s/ James E. Meyer Director May 17, 1996
-------------------------
(James E. Meyer)
/s/ Jacques Thibon Director May 17, 1996
-------------------------
(Jacques Thibon)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
===================================
EXHIBITS
===================================
REGISTRATION STATEMENT ON FORM S-8
STARSIGHT TELECAST, INC.
MAY 20, 1996
<PAGE>
STARSIGHT TELECAST, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 1989 Stock Incentive Program....................................
5.1 Opinion of counsel as to legality of
securities being registered.....................................
23.1 Consent of Counsel (contained in
Exhibit 5.1)....................................................
23.2 Consent of Independent Auditors.................................
24.1 Power of Attorney (contained in page 4).........................
EXHIBIT 4.1
STARSIGHT TELECAST, INC.
1989 STOCK INCENTIVE PROGRAM
Amended and Restated Effective as of October 11, 1993,
Amended May 18, 1995 and Further Amended May 16, 1996
1. Purposes of the Program. The purposes of this Stock Incentive Program are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to the Employees, Consultants
and certain Outside Directors of the Company and to promote the success of the
Company's business.
Options granted hereunder may be either Incentive Stock Options or
Nonstatutory Stock Options, at the discretion of the Administrator and as
reflected in the terms of the written option agreement. The Plan also provides
for automatic grants of Nonstatutory Stock Options to Outside Directors who are
not representatives of shareholders owning more than one percent (1%) of the
outstanding shares of the Company.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Administrator" means the Board or any of its Committees as shall be
administering the Program, in accordance with Section 4 of the Program.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Common Stock" shall mean the Common Stock of the Company.
(d) "Company" shall mean StarSight Telecast, Inc., a
California corporation.
(e) "Committee" shall mean a Committee appointed by the Board of
Directors in accordance with Section 4 of the Program.
(f) "Consultant" shall mean any person who is engaged by the Company or
any parent or subsidiary to render consulting services and is compensated for
such consulting services and any director of the Company whether compensated for
such services or not; provided that the term Consultant shall not include
directors who are not compensated for their services or are paid only a
director's fee by the Company.
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(g) "Continuous Status as an Employee, Consultant or Outside Director"
shall mean the absence of any interruption or termination of service as an
Employee, Consultant or Outside Director. Continuous Status as an Employee,
Consultant or Outside Director shall not be considered interrupted in the case
of sick leave, military leave, or any other leave of absence approved by the
Administrator; provided that such leave is for a period of not more than 90 days
or reemployment upon the expiration of such leave is guaranteed by contract or
statute.
(h) "Employee" shall mean any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company. The payment
of a director's fee by the Company shall not be sufficient to constitute
"employment" by the Company.
(i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(j) "Incentive Stock Option" shall mean an Option intended to qualify as
an Incentive Stock Option within the meaning of Section 422A of the Internal
Revenue Code of 1986.
(k) "Nonstatutory Stock Option" shall mean an Option not intended to
qualify as an Incentive Stock Option.
(l) "Option" shall mean a stock option granted pursuant to the Program.
(m) "Optioned Stock" shall mean the Common Stock subject to an Option.
(n) "Optionee" shall mean an Employee, Consultant or Outside Director who
receives an Option.
(o) "Outside Director" shall mean a member of the Board of Directors of
the Company who is not an Employee.
(p) "Parent" shall mean a "parent corporation", whether now or hereafter
existing, as defined in Section 425(e) of the Internal Revenue Code of 1986.
(q) "Program" shall mean this 1989 Stock Incentive Program.
(r) "Share" shall mean a share of the Common Stock, as adjusted in
accordance with Section 12 of the Program.
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(s) "Subsidiary" shall mean a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 425(f) of the Internal Revenue Code of
1986.
3. Stock Subject to the Program. Subject to the provisions of Section 10 of
the Program, the maximum aggregate number of shares under the Program is
4,766,667 shares of Common Stock. The Shares may be authorized, but unissued,
or reacquired Common Stock.
If an Option should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased Shares which were subject thereto
shall, unless the Program shall have been terminated, become available for
future grant under the Program. Notwithstanding the above, however, if Shares
are issued upon exercise of an Option and later repurchased by the Company, such
Shares shall not become available for future grant or sale under the Program.
4. Administration of the Program.
(a) Composition of Administrator.
(i) Multiple Administrative Bodies. If permitted by Rule 16b-3
promulgated under the Exchange Act or any successor rule thereto, as in effect
at the time that discretion is being exercised with respect to the Program
("Rule 16b-3") and by the legal requirements relating to the administration of
Incentive Stock Option plans, if any, of California corporate and securities
laws and the Internal Revenue Code of 1986, as amended, (collectively, the
"Applicable Laws"), the Program may (but need not) be administered by different
bodies with respect to Directors, Officers who are not Directors, and Employees
who are neither Directors nor Officers.
(ii) Administration With Respect to Directors and Officers Subject to
Section 16(b). With respect to Option grants made to Employees who are also
Officers or Directors subject to Section 16(b) of the Exchange Act, the Program
shall be administered by (A) the Board, if the Board may administer the Program
in compliance with the rules governing a plan intended to qualify as a
discretionary plan under Rule 16b-3, or (b) a committee designated by the Board
to administer the Program, which committee shall be constituted to comply with
the rules governing a plan intended to qualify as a discretionary plan under
Rule 16b-3. Once appointed, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board. From time to time the
Board may increase the size of the Committee and appoint additional members,
remove members (with or without cause)
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and substitute new members, fill vacancies (however caused), and remove all
members of the Committee and thereafter directly administer the Program, all to
the extent permitted by the rules governing a plan intended to qualify as a
discretionary plan under Rule 16b-3.
(iii) Administration With Respect to Other Persons. With respect to
Option grants made to Employees or Consultants who are neither Directors nor
Officers of the Company, the Program shall be administered by (A) the Board or
(B) a committee designated by the Board, which committee shall be constituted to
satisfy Applicable Laws. Once appointed, such Committee shall serve in its
designated capacity until otherwise directed by the Board. The Board may
increase the size of the Committee and appoint additional members, remove
members (with or without cause) and substitute new members, fill vacancies
(however caused), and remove all members of the Committee and thereafter
directly administer the Program, all to the extent permitted by Applicable Laws.
(b) Powers of the Administrator. Subject to the provisions of the
Program, the Administrator shall have the authority, in its discretion: (i) to
grant Incentive Stock Options or Nonstatutory Stock Options; (ii) to determine,
upon review of relevant information and in accordance with Section 7 of the
Program, the fair market value of the Common Stock; (iii) to determine the
exercise price per share of Options to be granted, which exercise price shall be
determined in accordance with Section 7 of the Program; (iv) to determine the
Employees or Consultants to whom, and the time or times at which, Options shall
be granted and the number of shares to be represented by each Option (except
with respect to automatic Option grants made to certain Outside Directors); (v)
to interpret the Program; (vi) to prescribe, amend and rescind rules and
regulations relating to the Program; (vii) to determine the terms and provisions
of each Option granted (which need not be identical) and, with the consent of
the holder thereof, modify or amend each Option; (viii) to accelerate or defer
(with the consent of the Optionee) the exercise date of any Option; (ix) to
authorize any person to execute on behalf of the Company any instrument required
to effectuate the grant of an Option previously granted by the Administrator;
and (x) to make all other determinations deemed necessary or advisable for the
administration of the Program.
(c) Effect of Administrator's Decision. All decisions, determinations and
interpretations of the Administrator shall be final and binding on all Optionees
and any other holders of any Options granted under the Program.
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5. Eligibility.
(a) Options may be granted only to Employees, Consultants and Outside
Directors, provided that (i) Incentive Stock Options only be granted to
Employees and (ii) Options may only be granted to Outside Directors in
accordance with the provisions of Section 8(b)(ii) hereof. An Employee,
Consultant or Outside Director who has been granted an Option may, if he is
otherwise eligible, be granted an additional Option or Options.
(b) To the extent that the aggregate fair market value of Shares subject
to an Optionee's incentive stock options granted by the Company, any Parent or
Subsidiary, which become exercisable for the first time during any calendar year
(under all plans or programs of the Company or any Parent or Subsidiary) exceeds
$100,000, such excess Options shall be treated as Nonstatutory Stock Options.
For purposes of this Section 5(b), incentive stock options shall be taken into
account in the order in which they were granted, and the fair market value of
the Shares shall be determined as of the time of grant.
(c) The Program shall not confer upon any Optionee any right with respect
to continuation of employment or consulting relationship with the Company, nor
shall it interfere in any way with his right or the Company's right to terminate
his employment or consulting relationship at any time.
(d) The following limitations shall apply to grants of Options to
Employees:
(i) No Employee shall be granted, in any fiscal year of the Company,
Options to purchase more than 150,000 Shares, provided that, a newly-hired Chief
Executive Officer may in addition receive a one-time grant for the of up to
800,000 Shares upon acceptance of employment with the Company.
(ii) In connection with his or her initial employment, an Employee
may be granted Options to purchase up to an additional 65,000 Shares which shall
not count against the limit set forth in subsection (i) above.
(iii) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as described in
Section 10.
(iv) If an Option is canceled in the same fiscal year of the Company
in which it was granted (other than in connection with a transaction described
in Section 10), the canceled Option will be counted against the limit set forth
in
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Section (i) above. For this purpose, if the exercise price of an Option is
reduced, the transaction will be treated as a cancellation of the Option and the
grant of a new Option.
(v) The foregoing limitations set forth in this Section 5(d) are
intended to satisfy the requirements applicable to Options intended to qualify
as "performance-based compensation" (within the meaning of Section 162(k) of the
Code). In the event the Administrator determines that such limitations are not
required to qualify Options as performance-based compensation, the Administrator
may modify or eliminate such limitations.
6. Term of Program. The Program shall become effective upon the earlier to
occur of its adoption by the Board of Direc tors or its approval by vote of the
shareholders of the Company as described in Section 16 of the Program. It shall
continue in effect for a term of ten (10) years unless sooner terminated under
Section 12 of the Program.
7. Exercise Price and Consideration of Shares.
(a) The per Share exercise price for the Shares to be issued pursuant to
exercise of an Option shall be such price as is determined by the Administrator,
but in no event shall it be (i) less than 85% of the fair market value per Share
on the date of grant and (ii) in the case of an Incentive Stock Option not less
than 100% of the fair market value per Share on the dates of grant. In the case
of an Incentive Stock Option granted to an Employee who, at the time of the
grant of such Incentive Stock Option, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall be no less than 110% of
the fair market value per Share on the date of grant.
(b) The fair market value shall be determined by the Administrator in its
discretion; provided, however, that where there is a public market for the
Common Stock, the fair market value per Share shall be the mean of the bid and
asked prices (or the closing price per share if the Common Stock is listed on
the National Association of Securities Dealers Automated Quotation ("NASDAQ")
National Market System) of the Common Stock for the date of grant, as reported
in the Wall Street Journal (or, if not so reported, as otherwise reported by the
NASDAQ System) or, in the event the Common Stock is listed on a stock exchange,
the fair market value per Share shall be the closing price on such exchange on
the date of grant of the Option, as reported in the Wall Street Journal.
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(c) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Board and may consist entirely of:
(i) cash,
(ii) check,
(iii) promissory note,
(iv) other Shares of Common Stock which (i) either
have been owned by the Optionee for more than six (6) months on the date of
surrender or were not acquired, directly or indirectly, from the Company, and
(ii) have a fair market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said option shall be exercised, or
(v) any combination of such methods of payment, or such other
consideration and method of payment for the issuance of Shares to the extent
permitted under Sections 408 and 409 of the California General Corporation Law.
In making its determination as to the type of consider ation to accept,
the Administrator shall consider if acceptance of such consideration may be
reasonably expected to benefit the Company (Section 315(b) of the California
General Corporation Law).
8. Options.
(a) Term of Option. The term of each Option shall be ten (10) years from
the date of grant thereof or such shorter term as may be provided in the
Incentive Stock Option Agreement. The term of each Option that is not an
Incentive Stock Option shall be ten (10) years and one (1) day from the date of
grant thereof or such shorter term as may be provided in the Nonstatutory Stock
Option Agreement. However, in the case of an Option granted to an Optionee who,
at the time the Option is granted, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent
or Subsidiary, (a) if the Option is an Incentive Stock Option, the term of the
Option shall be five (5) years from the date of grant thereof or such shorter
time as may be provided in the Incentive Stock Option Agreement, or (b) if the
Option is not an Incentive Stock Option, the term of the Option shall be five
(5) years and one (1) day from the date of grant thereof or such shorter term as
may be provided in the Nonstatutory Stock Option Agreement.
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(b) Exercise of Option.
(i) Procedure for Exercise; Rights as a Share holder. Any Option
granted hereunder, except for Options granted to certain Outside Directors in
accordance with Section 8(b)(ii) below, shall be exercisable at such times and
under such conditions as determined by the Administrator, including performance
criteria with respect to the Company and/or the Optionee, and shall be
permissible under the terms of the Program; provided, however, that the vesting
schedule shall provide for the exercise of at least 20% of the shares each year
over five years.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Administrator, consist of any
consideration and method of payment allowable under Section 7(c) of the Program.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, which issuance shall be made as soon as is
practicable, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be issued) such
stock certificate promptly upon exercise of the Option.
Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be avail able, both for purposes of the
Program and for sale under the Option, by the number of Shares as to which the
Option is exercised.
(ii) Automatic Option Grants to Certain Outside Directors. The
provisions set forth in this Section 8(b)(ii) shall not be amended more than
once every six months, other than to comport with changes in the Internal
Revenue Code of 1986, as amended, or the rules thereunder. All grants of Options
to Outside Directors under this Program shall be automatic and nondiscretionary
and shall be made strictly in accordance with the following provisions:
(A) No person shall have any discretion to select which Outside
Directors shall be granted Options or to
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determine the number of shares to be covered by Options granted to Outside
Directors; provided, however, that nothing in this Program shall be construed to
prevent an Outside Director from declining to receive an Option under this
Program.
(B) On the date on which the Company's registration statement on
Form S-1 (or any successor form thereof) is declared effective by the Securities
and Exchange Commission, each person who is then an Outside Director will
automatically receive an Option to purchase 10,000 Shares immediately following
such declaration of effectiveness.
(C) Subsequently, on the date of and immediately following each
annual meeting of the Company's shareholders (beginning with the 1993 Annual
Meeting of Shareholders), each person who is then an Outside Director will
automatically receive an Option to purchase 10,000 Shares.
(D) Each new Outside Director who becomes a new Outside Director
within six months after an annual meeting of the Company's shareholders will
automatically receive an Option to purchase 10,000 Shares upon the date on which
such person becomes an Outside Director.
(E) The terms of an Option granted pursuant to this Section
8(b)(ii) shall be as follows:
(1) the term of the Option shall be five (5) years;
(2) except as provided in Sections 8(b)(iii), 8(b)(iv) and
8(b)(v) of this Program, the Option shall be exercisable
only while the Outside Director remains a director;
(3) the exercise price per share of Common Stock shall be 100%
of the fair market value on the date of grant of the
Option, provided that, with respect to the Options granted
on the date on which the Company's registration statement
on Form S-1 (or any successor form thereof) is declared
effective by the Securities and Exchange Commission, the
fair market value of the Common Stock shall be the Price
to Public as set forth in the final prospectus filed
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with the Securities and Exchange Commission pursuant to
Rule 424 under the Securities Act of 1933, as amended.
(4) the Option shall become exercisable in installments
cumulatively with respect to 1/12th of the Optioned Stock
per month after the date of grant, so that one hundred
percent (100%) of the Optioned Stock shall be exercisable
one year after the date of grant; provided, however, that
in no event shall any Option be exercisable prior to
obtaining shareholder approval of the Program.
(iii) Termination of Status as an Employee, Consultant or Outside
Director. Unless otherwise set forth in the Option Agreement, if an Employee,
Consultant or Outside Director ceases to serve as an Employee, Consultant or
Outside Director (including termination by reason of his retirement), he may,
but only within three (3) months after the date he ceases to be an Employee,
Consultant or Outside Director of the Company (but in no event later than the
date of expiration of the term of such Option as set forth in the Option
Agreement), exercise his Option to the extent that he was entitled to exercise
it at the date of such termination; provided, however, that if such exercise of
the Option would result in liability for the Employee, Consultant or Outside
Director under Section 16(b) of the Exchange Act, then such three (3) month
period shall be extended until the tenth (10th) day following the last date upon
which the Employee, Consultant or Outside Director has any liability under
Section 16(b). To the extent that he was not entitled to exercise the Option at
the date of such termination, or if he does not exercise such Option (which he
was entitled to exercise) within the time specified herein, the Option shall
terminate.
(iv) Disability of Optionee. Notwithstanding the provisions of
Section 8(b)(iii) above and unless otherwise set forth in the Option Agreement,
in the event an Employee, Consultant or Outside Director is unable to continue
his employment with or to perform services for the benefit of the Company as a
result of his total and permanent disability (as defined in Section 105(d)(4) of
the Internal Revenue Code), he may, but only within one (1) year from the date
of disability (but in no event later than the date of expiration of the term of
such Option as set forth in the Option Agreement), exercise his Option to the
extent he was entitled to exercise it at the date of such disability. To the
extent that he
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was not entitled to exercise the Option at the date of disability, or if he does
not exercise such Option (which he was entitled to exercise) within the time
specified herein, the Option shall terminate.
(v) Death of Optionee. Unless otherwise set forth in the Option
Agreement, in the event of the death of an Optionee:
(A) during the term of the Option who is at the time of his death
an Employee, Consultant or Outside Director of the Company and who
shall have been in Continuous Status as an Employee, Consultant or
Outside Director since the date of grant of the Option, the Option
may be exercised, at any time within one (1) year following the date
of death, by the Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, to the extent
that he was entitled to exercise it at the date of death; or
(B) within three (3) months after the termi nation of Continuous
Status as an Employee, Consultant or Outside Director for any reason
other than for cause or a voluntary termination initiated by the
Optionee, the Option may be exercised, at any time within one (1)
year following the date of death, by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent of the right to exercise that had
accrued at the date of termination.
9. Non-Transferability of Options. The Options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or dis tribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
10. Adjustments Upon Changes in Capitalization or Merger. Subject to any
required action by the shareholders of the Company, the number of shares of
Common Stock covered by each outstanding Option, and the number of shares of
Common Stock which have been authorized for issuance under the Program but as to
which no Options have yet been granted or which have been returned to the
Program upon cancellation or expiration of an Option, as well as the price per
share of Common Stock covered by each such out standing Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock result ing from a stock split, reverse stock split, stock
dividend,
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combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the
Administrator, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securi ties convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Option.
In the event of the proposed dissolution or liquidation of the Company,
the Option will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Administrator. The Administrator may,
in the exercise of its sole discretion in such instances, declare that any
Option shall terminate as of a date fixed by the Administrator and give each
Optionee the right to exercise his Option as to all or any part of the Optioned
Stock including Shares as to which the Option would not otherwise be
exercisable. In the event of a proposed sale of all or substantially all of the
assets of the Company, or the merger of the Company with or into another
corporation, the Option shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of such suc
cessor corporation. In the event that such successor corporation refuses to
assume the Option or to substitute an equivalent option, the Administrator
shall, in lieu of such assumption or substitution, provide for the Optionee to
have the right to exer cise the Option as to all of the Optioned Stock,
including Shares as to which the Option would not otherwise be exercisable. If
the Administrator makes an Option fully exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Administrator shall
notify the Optionee that the Option shall be fully exercisable for a period of
thirty (30) days from the date of such notice, and the Option will terminate
upon the expiration of such period.
11. Time of Granting Options. The date of grant of an Option shall, for all
purposes, be the date on which the Administrator makes the determination
granting such Option. Notice of the deter mination shall be given to each
Employee or Consultant to whom an Option is so granted within a reasonable time
after the date of such grant.
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<PAGE>
12. Amendment and Termination of the Program.
(a) Amendment and Termination. The Board may amend or terminate the
Program from time to time in such respects as the Board may deem advisable;
provided that, the following revisions or amendments shall require approval of
the shareholders of the Company in the manner described in Section 16 of the
Program:
(i) any increase in the number of Shares subject to the Program,
other than in connection with an adjustment under Section 10 of the
Program;
(ii) any change in the designation of the class of Employees,
Consultants or Outside Directors eligible to be granted Options; or
(iii) any material increase in the benefits accruing to individuals
subject to Section 16 of the Exchange Act under the Program.
(b) Effect of Amendment or Termination. Any such amend ment or
termination of the Program shall not affect Options already granted and such
Options shall remain in full force and effect as if this Program had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Administrator, which agreement must be in writing and signed by the Optionee
and the Company.
13. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the Shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.
As a condition to the exercise of an Option, the Company may require the
person exercising such Option or making such purchase to represent and warrant
at the time of any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares
if, in the opinion of counsel for the Company, such a representation is required
by any of the aforementioned relevant provisions of law.
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<PAGE>
14. Reservation of Shares. The Company, during the term of this Program,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Program.
Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.
15. Option Agreements. Options shall be evidenced by an Incentive Stock
Option Agreement, in the form attached hereto as Exhibit A, and by a
Nonstatutory Stock Option Agreement, in the form attached hereto as Exhibit B.
Such agreements shall be subject to amendment from time to time as shall be
determined by the Administrator.
16. Shareholder Approval.
(a) Continuance of the Program shall be subject to approval by the
shareholders of the Company within twelve months before or after the date the
Program is adopted.
(b) Any required approval of the shareholders of the Company obtained
shall be solicited substantially in accordance with Section 14(a) of the
Exchange Act and the rules and regulations promulgated thereunder.
(c) If any required approval by the shareholders of the Program itself or
of any amendment thereto is solicited at any time otherwise than in the manner
described in Section 16(b) hereof, then the Company shall, at or prior to the
first annual meeting of shareholders held subsequent to the later of (1) the
first regis tration of any class of equity securities of the Company under
Section 12 of the Exchange Act or (2) the granting of an Option hereunder to an
officer or director after such registration, do the following:
(i) furnish in writing to the holders entitled to vote for the
Program substantially the same information which would be required (if proxies
to be voted with respect to approval or disapproval of the Program or amendment
were then being solicited) by the rules and regulations in effect under Section
14(a) of the Exchange Act at the time such information is furnished; and
(ii) file with, or mail for filing to, the Securi ties and Exchange
Commission four copies of the written information
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<PAGE>
referred to in subsection (i) hereof not later than the date on which such
information is first sent or given to shareholders.
17. Information to Optionees. The Company shall provide all Optionee with
the same audited financial statements and other information generally
distributed to the shareholders of the Company.
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Wilson, Sonsini, Goodrich & Rosati EXHIBIT 5.1
650 Page Mill Road
Palo Alto, CA 94304
(415) 493-9300
May 20, 1996
StarSight Telecast, Inc.
39650 Liberty Street, Third Floor
Fremont, CA 94538
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 May 20, 1996, in
connection with the registration under the Securities Act of 1933, as amended,
of 900,000 additional shares of your Common Stock reserved for issuance under
the 1989 Stock Incentive Program (the "Plan").
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 said shares. It is our opinion that the additional shares,
when issued and sold in the manner referred to in the Plan and pursuant to the
agreements which accompany the Plan, will be legally and validly issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to said
Registration Statement and further consent to the use of our name wherever
appearing in said Registration Statement and any amendments thereto.
Sincerely,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
/s/ Wilson, Sonsini, Goodrich & Rosati
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
StarSight Telecast, Inc. on Form S-8 of our report dated March 15, 1996
appearing in the Annual Report on Form 10-K of StarSight Telecast, Inc. for the
year ended December 31, 1995.
/s/ Deloitte & Touche LLP
San Francisco, California
May 20, 1996
