<PAGE>
As filed with the Securities and Exchange Commission on June 1, 1998
Registration No.
---------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
ASCEND COMMUNICATIONS, INC.
------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 94-3092033
- --------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
ONE ASCEND PLAZA
1701 HARBOR BAY PARKWAY
ALAMEDA, CALIFORNIA 94502
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(Address of principal executive offices) (Zip code)
ASCEND COMMUNICATIONS, INC.
1996 RESTRICTED STOCK PLAN AND
1994 OUTSIDE DIRECTORS STOCK OPTION PLAN
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(Full title of the plan)
MORY EJABAT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ASCEND COMMUNICATIONS, INC.
ONE ASCEND PLAZA
1701 HARBOR BAY PARKWAY
ALAMEDA, CALIFORNIA 94502
----------------------------------------------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 510/769-6001
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price aggregate Amount of
registered Registered per share offering price/1/ registration fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996 Restricted Stock Plan
- --------------------------
Common Stock
Par Value $0.001 50,000 $42.75 $ 2,137,500
1994 Outside Directors
- ----------------------
Stock Option Plan
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Common Stock
Par Value $0.001 400,000 $42.75 $17,100,000
TOTAL 450,000 $19,237,500 $5,675.06
</TABLE>
/1/ Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price of shares issuable under the Plans is based on
the average of the high and low prices of the Common Stock on May 27,
1998 as reported on the National Association of Securities Dealers
Automated Quotations System.
-------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference
- ------ ---------------------------------------
Ascend Communications, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K (including any
amendments thereto) filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), containing audited
financial statements for the Company's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
<PAGE>
(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
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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 Bylaws 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
of 1933, as amended (the "Securities Act").
Item 7. Exemption From Registration Claimed
- ------ -----------------------------------
Inapplicable.
Item 8. Exhibits
- ------ --------
See Exhibit Index.
<PAGE>
Item 9. Undertakings
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(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;
(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, 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
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reference
- ---------
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>
(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 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
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 Alameda, State of California, on May 29, 1998.
ASCEND COMMUNICATIONS, INC.
By: /s/ Mory Ejabat
----------------------------------
Mory Ejabat, President and Chief
Executive Officer
<PAGE>
POWER OF ATTORNEY
-----------------
The officers and directors of Ascend Communications, Inc. whose signatures
appear below, hereby constitute and appoint Mory Ejabat and Michael F.G. Ashby,
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 May 29, 1998.
<TABLE>
<CAPTION>
Signature Title
- ------------------------------------------------------------------------------
<S> <C>
/s/ Mory Ejabat
____________________________________ Director, President and Chief
Mory Ejabat Executive Officer (Principal
Executive Officer)
/s/ Michael F.G. Ashby
____________________________________ Executive Vice President, Chief
Michael F.G. Ashby Financial Officer and Secretary
(Principal Financial and
Accounting Officer)
/s/ Daniel E. Smith
____________________________________ Director and Executive Vice
Daniel E. Smith President and General Manager,
Core Systems
/s/ Betsy S. Atkins
____________________________________ Director
Betsy S. Atkins
/s/ Robert K. Dahl
____________________________________ Director
Robert K. Dahl
/s/ Roger L. Evans
____________________________________ Director
Roger L. Evans
/s/ C. Richard Kramlich
____________________________________ Director
C. Richard Kramlich
/s/ James P. Lally
____________________________________ Director
James P. Lally
/s/ Martin Schoffstall
____________________________________ Director
Martin Schoffstall
</TABLE>
<PAGE>
EXHIBIT INDEX
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4.1 Restated Certificate of Incorporation of the Company is incorporated
by reference to Exhibit 3.1 to the Company's report on Form 10-Q filed
with the Securities and Exchange Commission for the quarter ended June
30, 1996
4.2 Bylaws of the Company are incorporated by reference to Exhibit 3.4 to
the Company's Registration Statement filed with the Securities and
Exchange Commission effective May 12, 1994 (File No. 33-77146)
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Auditors
23.3 Consent of Independent Accountants
24 Power of Attorney (included in signature pages to this registration
statement)
<PAGE>
EXHIBIT 5
Our File No.
1010440-900301
May 29, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Ascend Communications, 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 450,000
shares of the Common Stock, $0.001 par value, of the Company which may be issued
pursuant to the Ascend Communications, Inc. 1996 Restricted Stock Plan and 1994
Outside Directors Stock Option Plan (the "Plans"). 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. 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 450,000 shares of Common Stock which may be issued
pursuant to the Plans 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 Plans, will be validly issued, fully paid and
nonassessable.
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 therein.
Respectfully submitted,
/s/ GRAY CARY WARE & FREIDENRICH
GRAY CARY WARE & FREIDENRICH LLP
<PAGE>
EXHIBIT 23.2
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Ascend Communications, Inc. 1996 Restricted Stock
Plan and 1994 Outside Directors Stock Option Plan and in the related prospectus
for the registration of 450,000 shares of its common stock, of our report dated
January 22, 1998 with respect to the consolidated financial statements and
financial statement schedule of Ascend Communications, Inc. included in its
annual report (Form 10/K-A) for the year ended December 31, 1997, filed with
the Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Walnut Creek, California
May 27, 1998
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Ascend Communications, Inc. (the "Company") on Form S-8 of our report dated
January 22, 1997, except for Note M as to which the date is March 30, 1997, on
our audits of the consolidated financial statements and our report dated January
22, 1997 on our audits of the consolidated financial statement schedule of
Cascade Communications Corp. as of December 31, 1996, and for the years ended
December 31, 1996 and 1995, which reports are included in the Company's Annual
Report on Form 10-K/A for the year ended December 31, 1997.
/S/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
May 27, 1998
