Registration No._________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Network Peripherals Inc.
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(Exact name of registrant as specified in its charter)
Delaware 77-0216135
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
1371 McCarthy Boulevard
Milpitas, California 95035
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(Address of principal executive offices) (Zip code)
Network Peripherals Inc.
1996 Nonstatutory Stock Option Plan
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(Full title of the plan)
Pauline Lo Alker
President and Chief Executive Officer
Network Peripherals Inc.
1371 McCarthy Boulevard
Milpitas, California 95035
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: 408/321-7300
This registration statement, including all exhibits and attachments, contains 9
pages. The exhibit index may be found on page 7 of the consecutively numbered
pages of the registration statement.
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
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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
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1996 Nonstatutory Stock Option Plan
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Common Stock 680,039 $14.69 $9,989,772.91 $3,444.77
Par Value $0.001 319,961 $12.67 $4,053,905.87 $1,397.91
(including options to
acquire such Common Stock)
TOTAL 1,000,000 $14,043,678.78 $4,842.68
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
Network Peripherals 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 filed pursuant to
Sections 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 ended December 31, 1995 as filed with the Commission.
(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.
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(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee and subject to the minimum registration fee of $100 pursuant to
Section 6(b) of the Securities Act of 1933, as amended. As to shares subject to
outstanding options, the price is based upon the weighted average exercise
price. As to the remaining shares, the price is based upon the average of the
high and low prices of the Common Stock on September 19, 1996, as reported on
the National Association of Securities Dealers Automated Quotations System.
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(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
The validity of the shares of Common Stock to be offered hereunder has
been passed upon for the Company by Gray Cary Ware & Freidenrich, A Professional
Corporation. As of September 18, 1996 certain attorneys of Gray Cary Ware &
Freidenrich, A Professional Corporation, owned 2,054 shares of the Common Stock
of the Company.
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.
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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;
(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
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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, 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 Milpitas, State of California, on September 18,
1996.
Network Peripherals Inc.
/s/ Pauline Lo Alker
By:
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Pauline Lo Alker, President and Chief
Executive Officer
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POWER OF ATTORNEY
The officers and directors of Network Peripherals Inc. whose signatures
appear below, hereby constitute and appoint Pauline Lo Alker and Truman Cole,
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, her 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 September 18, 1996.
Signature Title
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/s/ Pauline Lo Alker
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Pauline Lo Alker President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Truman Cole
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Truman Cole Vice President, Finance and Chief Financial
Officer (Principal Financial and Accounting
Officer)
/s/ Glenn Penisten
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Glenn Penisten Chairman of the Board of Directors
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Ann S. Bowers Director
/s/ Kenneth Levy
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Kenneth Levy Director
/s/ William P. Tai
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William P. Tai Director
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EXHIBIT INDEX
4.1. Amended and Restated Certificate of Incorporation of the Company is
incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 filed with the Securities and Exchange
Commission on April 28, 1994 (File No. 33-78350)
4.2. Bylaws of the Company is incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on April 28, 1994 (File No.
33-78350)
4.3. Fourth Amended and Restated Investor Rights Agreement dated July 15,
1993 is incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on April 28, 1994 (File No. 33-78350)
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Accountants
24 Power of Attorney (included in signature pages to this registration
statement)
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EXHIBIT 5
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GRAY CARY WARE
FREIDENRICH
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
400 HAMILTON AVENUE
PALO ALTO, CA 94301-1825 OUR FILE NO.
TEL (415) 328-6561 1140384-903700
FAX (415) 327-3699
September 25, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Network Peripherals 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 1,000,000
shares of the Common Stock, $0.001 par value, of the Company which may be issued
pursuant to the exercise of options granted under the Network Peripherals Inc.
1996 Nonstatutory Stock Option Plan (the "Plan"). 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 1,000,000
shares of Common Stock which may be issued upon exercise of options granted
under the Plan 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 Plan, 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 in said
Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
SAN DIEGO * LA JOLLA * SAN JOSE * IMPERIAL VALLEY
MEXICO CITY * TIJUANA
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 16, 1996
appearing on Page 18 of the Network Peripherals Inc. Annual Report on Form 10-K
for the year ended December 31, 1995.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
San Jose, California
September 23, 1996
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