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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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XYLAN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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CALIFORNIA 3661 95-4433911
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
26679 WEST AGOURA ROAD CALABASAS, CA 91302
(818) 880-3500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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STEVE Y. KIM
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
XYLAN CORPORATION
26679 WEST AGOURA ROAD CALABASAS, CA 91302
(818) 880-3500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
TAE HEA NAHM BARRY E. TAYLOR
JEFFREY Y. SUTO NEIL J. WOLFF
DAVID A. GARCIA ARMANDO CASTRO
SANJAY KHARE YOICHIRO TAKU
VENTURE LAW GROUP WILSON SONSINI GOODRICH & ROSATI
A PROFESSIONAL CORPORATION PROFESSIONAL CORPORATION
2800 SAND HILL ROAD 650 PAGE MILL ROAD
MENLO PARK, CA 94025 PALO ALTO, CA 94304
(415) 854-4488 (415) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [X]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
SCURITIES TO BE REGISTEREDE REGISTERED(1)(3) PRICE PER SHARE(2) OFFERING PRICE(2)(3) REGISTRATION FEE(3)
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par
value per share........ 575,000 shs. $59.50 $34,212,500 $11,798
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(1) Includes 75,000 shares which the Underwriters have the option to purchase
to cover over-allotment, if any.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(a).
(3) 4,025,000 shares were registered under SEC File No. 333-03623, of which a
filing fee of $86,920 was previously paid with the earlier registration
statement.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
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<PAGE>
EXPLANATORY NOTE
This registration statement relates to the public offering of Common Stock
of Xylan Corporation contemplated by a Registration Statement on Form S-1,
Securities and Exchange Commission File No. 333-03623 (the "Prior Registration
Statement") and is filed solely to increase the number of shares to be offered
in such offering by 500,000 shares plus up to 75,000 shares that may be sold
pursuant to the U.S. Underwriters' over-allotment option. The contents of the
Prior Registration Statement are hereby incorporated by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Calabasas, State of
California, on May 29, 1996.
XYLAN CORPORATION
/s/ C. Stephen Cordial
By: _________________________________
C. Stephen Cordial
Vice President and Chief
Financial Officer
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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C> <C>
* President, Chief Executive May 29, 1996
_________________________________ Officer and Director (Principal
Steve Y. Kim Executive Officer)
/s/ C. Stephen Cordial Vice President and Finance and May 29, 1996
_________________________________ Administration and Chief
C. Stephen Cordial Financial Officer (Principal
Financial and Accounting Officer)
* Director May 29, 1996
_________________________________
Kevin G. Hall
Director
_________________________________
Robert C. Hawk
* Director May 29, 1996
_________________________________
Yuri Pikover
Director
_________________________________
Trude C. Taylor
* Director May 29, 1996
_________________________________
John L. Walecka
</TABLE>
/s/ C. Stephen Cordial
By: ____________________
C. Stephen Cordial
Attorney-in-fact
II-5
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
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<C> <S> <C>
5.1 Opinion of Venture Law Group, A Professional
Corporation
23.1 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Counsel (included in Exhibit 5.1)
24.1* Power of Attorney
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* Incorporated by reference from the Registration Statement on Form S-1 of
the Registrant, FileNo. 333-03623.
<PAGE>
EXHIBIT 5.1
VENTURE LAW GROUP,
A Professional Corporation
2800 Sand Hill Road
Menlo Park, CA 94025
(415) 854-4488 phone
(415) 854-1121 facsimile
May 29, 1996
Xylan Corporation
26675 West Agoura Road
Calabasas, CA 91302
Registration Statement on Form S-1
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 (the
"Registration Statement") to be filed by you with the Securities and Exchange
Commission of 575,000 shares of your Common Stock in connection with a public
offering in the United States and Canada (of which up to 75,000 are to be sold
by the Company and 500,000 are to be sold by selling shareholders of the
Company) (collectively, the "Shares"). The Shares include an over-allotment
option to purchase 75,000 shares granted by the Company to the underwriters and
are to be sold to the underwriters as described in the Registration Statement
for resale to the public. As your counsel in connection with this transaction,
we have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale and, where appropriate,
issuance of the Shares.
It is our opinion that upon conclusion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when, issued and sold in the
manner described in the Registration Statement will be legally and validly
issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement, including the Prospectus constituting a
part thereof, and in any amendment thereto.
Very truly yours,
/s/ VENTURE LAW GROUP
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Exhibit 23.1
The Board of Directors
Xylan Corporation:
We consent to the use of our reports incorporated by reference herein and to the
reference to our firm under the headings "Selected consolidated financial data"
and "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
May 29, 1996
