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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
MULTIMEDIA ACCESS CORPORATION
(Name of issuer in its charter)
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Delaware 75-2528700
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(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification Number)
2665 VILLA CREEK DRIVE, SUITE 200, DALLAS, TEXAS 75234
214-488-7200
(Address of principal executive offices and
place of business and telephone number)
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MULTIMEDIA ACCESS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
GLENN A. NOREM
CHIEF EXECUTIVE OFFICER
MULTIMEDIA ACCESS CORPORATION
2665 VILLA CREEK DRIVE, SUITE 200, DALLAS, TEXAS 75234
214-488-7200
(Name, address and telephone number of agent for service)
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Copies to:
John S. Stoppelman, Esq.
The Stoppelman Law Firm, P.C.
1749 Old Meadow Road, Suite 610
McLean, Virginia 22102-4310
Telephone: (703) 827-7450
Telecopier: (703) 827-7455
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of each class of Maximum Maximum Amount of
securities to be Amount to be offering price aggregate registration
registered registered per Share offering price fee
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<S> <C> <C> <C> <C>
Common Stock 250,000 (a) $3.4375(b) $859,375(b) $260(b)
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</TABLE>
(a) If, prior to the completion of the distribution of the Common Stock
covered by this registration statement, additional shares of such
Common Stock are issued or issuable as a result of a stock split or
stock dividend, this registration statement shall be deemed to cover
such additional shares resulting from the stock split or stock
dividend pursuant to Rule 416.
(b) The price per share was estimated in accordance with Rule 457 (c)
and (h) for purposes of calculating the registration fee based upon
the average of the high and the low sales prices of the Registrant's
Common Stock on May 19, 1998, as reported on the Nasdaq SmallCap
Market.
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Part II
Information Required in the Registration Statement
Item 3 Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission are
incorporated herein by reference.
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997 (File No. 0-29020) is hereby incorporated herein by
reference.
(b) The description of the Company's Common Stock as contained in the
Company's Registration Statement on Form SB-2 dated February 4, 1997
All reports and other documents filed by the Company pursuant to Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Securities Act"), subsequent to the date of this Registration Statement
and prior to the termination of the offering made by the Registration Statement
shall be deemed to be incorporated by reference herein. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
The Stoppelman Law Firm, P.C., counsel to the Company, owns 26,666 shares of
Common Stock of the Company, or less than one percent (1.0%) of the shares
outstanding.
Item 6. Indemnification of Directors and Officers
Articles Seven and Ten of the Company's Certificate of Incorporation,
contain the following provisions with respect to indemnification of Directors
and Officers:
SEVENTH. The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the
same may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any and all
of the expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Law, agreement, vote of stockholders or disinterested Directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
TENTH. To the fullest extent permitted by Delaware General Corporation
Law, 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. Neither any amendment nor repeal of this Article, nor the
adopting of any provision of this Certificate of Incorporation inconsistent
with this Article shall eliminate or reduce the effect of this Article in
respect of any matter occurring, or any cause of action, suit or claim that,
but
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for this Article would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.
Section 145 of the General Corporation Law of the State of Delaware
contains provisions entitling directors and officers of the Company to
indemnification from judgments, fines, amounts paid in settlement and
reasonable expenses, including attorney's fees, as the result of an action or
proceeding in which they may be involved by reason of being or having been a
director or officer of the Company provided said officers or directors acted in
good faith.
The Company has also entered into indemnification agreements with Messrs.
Norem, Leftwich, Colquhoun, Stoner, Oakes, Jobe, Culp, Johnson, Sterling and
Bernardi which provide for the indemnification of said officers and directors
(former directors in the case of Messrs. Sterling, Bernardi and Oakes) to the
fullest extent allowable under the laws of the State of Delaware.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
5 Opinion of The Stoppelman Law Firm, P.C.
10 Employee Stock Purchase Plan (1)
23 Consent of Ernst & Young LLP
23a Consent of The Stoppelman Law Firm, P.C. (contained in
opinion filed as Exhibit 5).
24 Powers of Attorney.
</TABLE>
(1) Incorporated by reference to the Registration Statement on
Form SB-2 and all amendments thereto as declared effective on
February 4, 1997.
Item 9. Undertakings.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement to: (i) Include any prospectus
required by Section 10(a)(3) of the Securities Act; (ii)
Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change
in the information in the registration statement and;
(iii) Include any additional or changed material
information on the plan of distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration
statement of the securities offered, and the Offering of
the securities at that time to be the initial bona fide
offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at
the end of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted
to directors, officers and controlling persons of the
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small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 or appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 or
amendment thereto to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas and State of Texas, on the 19th day of May
1998
Multimedia Access Corporation
By: /s/ William S. Leftwich
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William S. Leftwich
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints William S. Leftwich, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement or amendment thereto has been signed below by the following persons
in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
Chief Executive Officer
/s/ Glenn A. Norem and Director May 19, 1998
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Glenn A. Norem
/s/ William S. Leftwich Chief Financial Officer May 19, 1998
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William S. Leftwich
/s/ William D. Jobe Director May 19, 1998
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William D. Jobe
/s/ Joe C. Culp Director May 19, 1998
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Joe C. Culp
/s/ William E. Johnson Director May 19, 1998
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William E. Johnson
</TABLE>
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Index of Exhibits
<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
5 Opinion of The Stoppelman Law Firm, P.C.
10 Employee Stock Purchase Plan (1)
23 Consent of Ernst & Young LLP
23a Consent of The Stoppelman Law Firm, P.C. (included in Exhibit 5).
24 Powers of Attorney (included on signature page).
</TABLE>
(1) Incorporated by reference to the Registration Statement on Form SB-2
and all amendments thereto as declared effective on February 4, 1997.
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EXHIBIT 5
May 15, 1998
MultiMedia Access Corporation
2665 Villa Creek Drive
Suite 200
Dallas, TX 75234
Re: MultiMedia Access Corporation - Employee Stock Purchase Plan
Dear Sirs:
With reference to the registration statement on Form S-8 (the
"Registration Statement") which MultiMedia Access Corporation (the "Company")
proposes to file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, registering 250,000 shares of Common Stock
(par value $0.0001 per share) of the Company ("the "Shares") which are to be
offered pursuant to the MultiMedia Access Corporation Employee Stock Purchase
Plan (the "Plan"), we are of the opinion that:
(1) the Company is a Corporation duly organized and validly existing under
the laws of the State of Delaware.
(2) All proper corporate proceedings have been taken so that the Shares
have been duly authorized and, upon issuance and payment therefore in
accordance with the Plan and the offering and sale of Shares thereunder, will
be legally issued, fully paid and non-assessable.
We have examined originals, or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we have deemed
necessary or advisable for the purpose of rendering this opinion. We have
assumed the authenticity of all documents submitted as originals and the
conformity with the original documents of any copies of such documents
submitted for examination.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ John S. Stoppelman
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John S. Stoppelman
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EXHIBIT 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of MultiMedia Access Corporation of our report dated March 6, 1998
with respect to the consolidated financial statements of MultiMedia Access
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
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ERNST & YOUNG, LLP
Dallas, Texas
May 14, 1998
