<PAGE> 1
Registration No. 33-
As filed with the Securities and Exchange Commission on August 28, 1996
___________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________________________________________
U.S. ROBOTICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3994412
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
8100 North McCormick Boulevard (847) 982-5010
Skokie, Illinois 60076-2999 (Telephone number, including
(Address, including zip code, of area code, of registrant's
registrant's principal executive offices) principal executive offices)
1996 STOCK OPTION PLAN FOR ISRAELI EMPLOYEES
George A. Vinyard, Esq.
Vice President, General Counsel and Secretary
U.S. Robotics Corporation
8100 North McCormick Boulevard
Skokie, Illinois 60076-2999
(847) 982-5010
(Name, address, including zip code and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of each Amount to offering aggregate Amount of
class of securities be price per offering registration
to be registered(1) registered share price fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 328,000 $49.625(1) $16,277,000(1) $5,612.76
</TABLE>
(1) The offering price is not known. Pursuant to Rule 457(h), the
registration fee was computed on the basis of the high and low prices of U.S.
Robotics Corporation Common Stock on the NASDAQ/Stock Market on August 21,
1996.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by U.S.
Robotics Corporation (Commission File No. 0-25630) or its predecessor, U.S.
Robotics, Inc. (Commission File No. 0-19550) (collectively, the "Company"),
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement, except to the extent that any
statement or information therein is modified, superseded or replaced by a
statement or information contained in any other subsequently filed document
incorporated herein by reference:
i. the Company's Annual Report on Form 10-K for the year ended
October 1, 1995;
ii. the Company's Quarterly Reports on Form 10-Q for the period
ended December 31, 1995 and March 31, 1996;
iii. the Company's Current Reports contained on Form 8-K dated
October 24, 1995, November 9, 1995, January 22, 1996, February
2, 1996, February 29, 1996, March 4, 1996, March 12, 1996,
April 12, 1996, April 16, 1996, April 22, 1996, May 9, 1996
and July 24, 1996;
iv. the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated September
25, 1991, which incorporates such description by reference to
the Company's Registration Statement on Form S-1 dated August
30, 1991 (No. 33-42546) (as amended October 4, 1991 and
October 10, 1991); and
v. the description of the Company's stock purchase rights
contained in the Company's Registration Statement on Form 8-A
dated May 16, 1996.
All documents filed by the Company or the Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated herein by reference will be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by reference
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 Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby will be
passed upon by George A. Vinyard, Vice President, General Counsel and Secretary
of the Company. Mr. Vinyard holds options to purchase 232,000 shares of Common
Stock, 62,000 of which are currently exercisable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Nine of the Registrant's Certificate of Incorporation
("Article Nine") is consistent with Section 102(b)(7) of the Delaware General
Corporation Law, which generally permits a company to include a provision
limiting the personal liability of a director in the company's certificate of
incorporation. With limitations, Article Nine eliminates the personal
liability of the Registrant's directors to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director. However,
Article Nine does not eliminate director liability: (1) for breaches of the
duty of loyalty to the Registrant and its stockholders; (2) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (3) for transactions from which a director derives
improper personal benefit; and (4) under Section 174 of the Delaware General
Corporation Law ("Section 174"). Section 174 makes directors personally liable
for unlawful dividends and stock repurchases or redemptions and expressly sets
forth a negligence standard with respect to such liability. While Article Nine
protects the directors from awards for monetary damages for breaches of their
duty of care, it does not eliminate their duty of care. The limitations in
Article Nine have no effect on claims arising under the federal securities
laws.
With certain limitations, Section 7 of Article Seven of the
Registrant's By-laws ("Section 7") provides for indemnification of any of the
Registrant's past, present and future officers and directors against
liabilities and reasonable expenses incurred in any criminal or civil action by
reason of such person's being or having been an officer or director of the
Registrant or of any other corporation which such person serves as such at the
request of the Registrant. Indemnification under Section 7 is limited to
officers and directors who have acted in good faith and in a manner they
reasonably believed to be in the best interests of the Registrant. Any
questions regarding whether the officer or director has met the required
standards of conduct are to be answered by (1) a majority of disinterested
directors, (2) a written opinion of a reputable disinterested legal counsel
selected by the Board, or (3) the stockholders. Indemnification rights under
Section 7 are non-exclusive. In the event of an officer's or director's
death, such person's indemnification rights shall extend to his or her heirs
and legal representatives. Rights under Section 7 are separable, and if any
part of that section is determined to be invalid for any reason, all other
parts remain in effect.
Under Section 145 of the Delaware General Corporation law, directors
and officers, as well as other employees and individuals, may be indemnified
against expenses (including attorneys' fees), judgments, fines, amounts paid in
settlement in connection with specified actions, suits, or proceedings, whether
civil, criminal, administrative, or investigative (other than an action by or
in the right of the corporation -- a "derivative action") if they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to criminal actions or
proceedings, had no reasonable cause to believe their conduct was unlawful. A
similar standard of care is applicable in the case of derivative actions,
except that indemnification extends only to expenses (including attorneys'
fees) incurred in connection with the defense or settlement of such an action,
and the Delaware General Corporation Law requires court approval before there
can be any indemnification where the person seeking indemnification has been
found liable to the corporation.
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With the approval of the Registrant's stockholders, the Registrant has
entered into Directorship Agreements with its directors. These Directorship
Agreements provide that the directors will be indemnified to the fullest extent
permitted by law against all expenses (including attorneys' fees), judgments,
fines, amounts paid or incurred by them for settlement in any action or
proceeding, including any derivative action, on account of their service as
directors of the Registrant or of any subsidiary of the Registrant or of any
other company or enterprise in which they are serving at the request of the
Registrant. No indemnity will be provided to any director under these
agreements on account of liability for any breach of the director's duty of
loyalty to the Registrant, such subsidiaries, stockholders or enterprises, any
act or omission not in good faith or which involved intentional misconduct or a
knowing violation of laws, or any transaction from which the director derived
an improper personal benefit. In addition, no indemnification will be provided
for which payment is made to or on behalf of the director under any insurance
policy, except with respect to any excess amount to which the director is
entitled under the Directorship Agreement beyond the amount of payment under
such insurance policy, if a court having jurisdiction in the matter finally
determines that such indemnification is not lawful under any applicable statute
or public policy, or in connection with any proceeding initiated by the
director, or any proceeding by the director against the Registrant, or its
directors, officers, employees or other persons entitled to be indemnified by
the Registrant, unless (i) the Registrant is expressly required by law to make
the indemnification, (ii) the proceeding was authorized by the Board of
Directors of the Registrant or (iii) the director initiated the proceeding
pursuant to the Directorship Agreement and the director is successful in whole
or in part in the proceeding.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index which is incorporated herein by reference.
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<PAGE> 5
ITEM 9. UNDERTAKINGS.
(a) 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;
and
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)(1)(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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act and each filing of the Plan's annual
report pursuant to 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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to officers, directors, and
controlling persons of the Registrant pursuant to the Registrant's
certificate of incorporation or by-laws, or otherwise, the Registrant
has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 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 of 1933 and will be governed by the
final adjudication of such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, 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 Village of Skokie, State of Illinois, on the
28th day of August, 1996.
U.S. ROBOTICS CORPORATION
By: _________________________________
Casey Cowell
Chairman of the Board, President and
Chief Executive Officer (Principal
Executive Officer)
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints George A. Vinyard and Mark Remissong,
and each of them singly, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director and
officer of U.S. Robotics Corporation) 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
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities on this 28th day of August, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
- ----------------------------------
Casey Cowell Chairman of the Board, President, Chief Executive Officer
and Director (Principal Executive Officer)
- ----------------------------------
John McCartney Executive Vice President and Director
- ----------------------------------
Jonathan N. Zakin Executive Vice President and Director
- ----------------------------------
Mark Remissong Vice President and Chief Financial Officer (Principal Financial
Officer)
- ----------------------------------
Steven T. Campbell Vice President and Controller (Principal Accounting Officer)
- ----------------------------------
James E. Cowie Director
- ----------------------------------
Terence M. Graunke Director
- ----------------------------------
Peter I. Mason Director
- ----------------------------------
Paul G. Yovovich Director
</TABLE>
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<PAGE> 9
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the 1996 Stock Option Plan for Israeli Employees has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Village of Skokie, State of Illinois, on the 28th day
of August, 1996.
U.S. Robotics Corporation
By: ___________________________
George A. Vinyard, Vice President
and Secretary
Its: Plan Administrator
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<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Exhibit Page Number
- ------------- ---------------------- --------------
<S> <C> <C>
4.1 U.S. Robotics Corporation 1996 Stock Option Plan
for Israeli Employees
4.2 Certificate of Incorporation of U.S. Robotics *
Corporation as amended
4.3 By-Laws of U.S. Robotics Corporation, as amended
4.4 Rights Agreement between Registrant and Harris Trust **
and Savings Bank, as Rights Agent
5 Opinion of George A. Vinyard, Esq.
23.1 Consent of Grant Thornton LLP
24 Powers of Attorney (including on the signature page of --
the Registration Statement)
</TABLE>
____________________________
* Filed as an exhibit to the Company's Current Reports on Form 8-K dated
February 22, 1995, and amended March 25, 1996 and incorporated herein by
reference.
** Incorporated by reference in the Company's Form 8-K filed on May 16,
1996.
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<PAGE> 1
EXHIBIT 4.1
U.S. Robotics Corporation
1996 STOCK OPTION PLAN FOR ISRAELI EMPLOYEES
1. PURPOSE OF PLAN
This 1996 Stock Option Plan for Israeli Employees (the "Plan") is
intended as an incentive to retain, in the employ of U.S. Robotics
Corporation (the "Company") and its subsidiaries, now or hereafter
existing, including but not limited to Scorpio Communications, Ltd., those
key employees who are employed and reside in the State of Israel, and to
attract new employees in the State of Israel whose services are considered
unusually valuable. The Plan further seeks to encourage the sense of
proprietorship of all such persons, and to stimulate the active interest
of such persons in the development and financial success of the Company.
Stock options ("Options") granted under the Plan may contain such terms as
will (a) allow the Options granted in substitution for certain options
granted by Scorpio Communications Ltd. under its 1993 Stock Option Plan
and delivered to the Escrow Agent prior to September 1, 1994, and the
shares of Company Common Stock purchased pursuant to such options to
be recognized pursuant to Section 102 of the Israel Income Tax Ordinance
(New Version), as amended (the "Ordinance") and to comply with the
Ordinance and its regulations and the Income Tax Rules (Tax Benefits in
Stock Issuances to Employees) 5349-1989 (the "Rules"), and (b) all other
Options granted under the Plan and shares of Company Common Stock
purchased thereunder to be treated as provided in Section 3(i) of the
Ordinance and any applicable regulations, and subject to any conditions
set by the Israeli Income Tax Commission ("ITC") in approvals obtained
therefrom with regard to the Plan.
Without limiting the generality of the foregoing, the Plan is intended
to provide for the substitution of Options for options heretofore granted
by Scorpio Communications, Ltd. pursuant to its 1993 and 1995 Stock Option
Plans (the "Scorpio Options"), such substituted Options to have terms and
conditions which are substantially identical to the terms and conditions
of the outstanding Scorpio Options for which they are substituted, except
that the substituted Options shall entitle the holder to purchase a number
of shares of Company Common Stock determined by multiplying the Option
Exchange Ratio determined in that certain Exchange Agreement dated as of
July 2, 1996 between the Company, USR International, Inc., Scorpio and
certain stockholders of Scorpio, as amended (as so amended, the "Exchange
Agreement") times the number of ordinary shares of Scorpio issuable upon
exercise of such Scorpio Options, for a price per share equal to the
exercise price of the outstanding Scorpio Options divided by the Option
Exchange Ratio.
2. ADMINISTRATION OF PLAN
The Board of Directors of the Company (the "Board") or a Stock Option
Committee (the "Committee") appointed and maintained by the Board shall
have the power to administer
<PAGE> 2
the Plan. The Committee shall consist of at least two members who shall
serve at the pleasure of the Board and no member of such Committee shall be
eligible to receive Options under the Plan while serving on the Committee,
unless otherwise specified herein and in accordance with applicable law.
The Board or the Committee shall have full power and authority: (i) to
designate participants; (ii) to ensure compliance with the Ordinance and
the Rules, and with any conditions set by the ITC; (iii) to determine the
terms and provisions of respective option agreements (which need not be
identical) including, but not limited to, provisions concerning the time
or times when and to the extent to which the Options may be exercised and
the nature and duration of restrictions as to transferability or
restrictions constituting substantial risk of forfeiture; (iv) to
accelerate the right of an optionee to exercise in whole or in part any
previously granted Option; and (v) to interpret the provisions and
supervise the administration of the Plan.
The Board or the Committee shall have the authority to grant in its
discretion to the holder of an outstanding Option, in exchange for the
surrender and cancellation of such Option, a new Option having a purchase
price lower than provided in the Option so surrendered and canceled and
containing such other terms and conditions as the Board or the Committee
may prescribe in accordance with the provisions of the Plan.
All decisions and elections made by the Board or the Committee pursuant to
the provisions of the Plan shall be made by a majority of its members
except that no member of the Board or Committee shall vote on, or be
counted for quorum purposes, with respect to any proposed action of the
Board or Committee relating to any Option to be granted to that member.
Any decision reduced to writing and signed by all of the members who are
authorized to make such decision shall be fully effective as if it had been
made by a majority at a meeting duly held.
3. DESIGNATION OF PARTICIPANTS
The persons eligible for participation in the Plan as recipients of Options
shall include only key employees of the Company or of any subsidiary of the
Company who are residents of Israel. A person who has been granted an
Option hereunder may be granted additional Options, if the Board or the
Committee shall so determine.
Notwithstanding the foregoing, participants under the Plan shall include
all holders of Scorpio Options which are
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<PAGE> 3
outstanding at the Effective Time of the exchange pursuant to the Exchange
Agreement.
The Options and the Option Shares, as the case may be, shall be held in
escrow for the benefit of such employees by an escrow agent approved for
such purpose by the Israel Income Tax Authority (the "Escrow Agent").
4. SHARES RESERVED FOR THE PLAN
Subject to adjustment as provided in Paragraph 9 hereof, a total of
328,000 shares of common stock, $0.01 par value per share, of the Company
("Option Shares") shall be subject to the Plan.
The shares subject to the Plan shall consist of unissued shares, and such
number of shares shall be, and hereby is, reserved for sale for such
purpose. Any of such shares which may remain unsold and which are not
subject to outstanding options at the termination of the Plan shall cease
to be reserved for the purpose of the Plan, but until termination of the
Plan the Company shall at all times reserve a sufficient number of shares
to meet the requirements of the Plan. Should any Option for any reason
expire or be canceled prior to its exercise or relinquishment in full, the
shares theretofore subject to such Option may again be subjected to Option
under the Plan.
5. OPTION PRICE
5.1 The purchase price of each Option Share issuable upon exercise of a
substituted Option shall equal the quotient of the price under the
Scorpio Option for which such Option is substituted divided by the
Option Exchange Ratio determined pursuant to the Exchange Agreement.
5.2 The purchase price of each Option Share issuable upon exercise of any
Option granted under this Plan other than Options substituted for
outstanding Scorpio Options shall be determined by the Board or the
Committee, in each case in its sole discretion.
6. PAYMENT
6.1 The option price shall be payable upon the exercise of the Option in
cash, by check, or other form satisfactory to the Board or the
Committee.
6.2 The Company may elect, but shall have no obligation, to provide loans
to employees to assist them in purchasing
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<PAGE> 4
the shares upon exercise of the Option on terms and conditions
approved by the Board of Directors and subject to applicable law.
6.3 To the extent required by Section 102 of the Ordinance, the grantee
shall waive a portion of his salary payment in consideration for the
Options granted to him.
7. USE OF PROCEEDS
The proceeds of the sale of the Option Shares are to be added to the
general funds of the Company and used for its general corporate purposes.
8. APPLICATION OF SECTION 102 OF THE ORDINANCE.
The following provisions shall apply to any Options or Option Shares
subject to Section 102 of the Ordinance.
8.1 The Escrow Agent and each employee participating in the Plan shall
comply with the Ordinance and Rules and with the escrow agreement
entered into between the Company and the Escrow Agent.
8.2 Each participant shall be obligated to immediately notify the Company
and the Escrow Agent of his request, if any, to the Income Tax
authority pursuant to Rule 6(b) of the Rules in the event the Option
Shares underlying the Options are registered on any stock exchange.
Notwithstanding the fact that the Parties acknowledge that the Option
Shares are of a class that is listed for trading on the Nasdaq
National Market, nothing herein shall obligate the Company to register
its shares or any portion of its shares on a stock exchange.
8.3 The Options and the Option Shares, as the case may be, shall be
issued to and held by the Escrow Agent for the benefit of the
employee for two years from the date of the grant of the Option.
After the two-year holding period and subject to any further period
included in this Plan, or the agreement with the employee, the Escrow
Agent may release the Options or Option Shares to the employee only
after the receipt by the Escrow Agent of an acknowledgment from the
Income Tax Authority that the employee has paid any applicable tax
due pursuant to the Ordinance and Rules.
8.4 In the event a share dividend (bonus shares) is declared on Option
Shares, such dividend shares shall be subject to the provisions of
this Plan as provided in Paragraph 10.3 hereof and the holding period
for such dividend shares shall be measured from the commencement
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<PAGE> 5
of the holding period for Option Shares from which the dividend was
declared.
8.5 The exemption under Section 102 of the Ordinance shall be
forfeited and the employee shall be required to pay any applicable
tax promptly at such time as (i) the employee's employment is
terminated during the two-year holding period (other than because of
death or some other special reason beyond the control of the
Employee and acceptable to the Income Tax Authority); (ii) the
Company or the employee fails to comply with one or more of the
conditions for the exemption as required by the Ordinance, Rules or
Income Tax Authority; (iii) the Income Tax Authority withdraws or
cancels the exemption for the Plan or for the particular employee.
Notwithstanding the loss of an exemption, the Escrow Agent shall
continue to hold the Option Shares or Option (to the extent the
Option remains exercisable following termination of employment) for
the remainder of the applicable holding period under Section 102 of
the Ordinance.
9. COMPLIANCE WITH SECTION 102 OF THE ORDINANCE GENERALLY
9.1 The Escrow Agent and each employee participating in the Plan
shall comply with the Ordinance and applicable regulations and
conditions set by the ITC and with the escrow agreement entered into
between the Company and the Escrow Agent.
9.2 Each participant shall be obligated to immediately notify the
Company and the Escrow Agent of any communication given by such
participant to the Income Tax authority, and of any event that
requires any such notice from, or any action by, the Company or the
Escrow Agent, pursuant to any Rule or otherwise.
9.3 The Options and the Option Shares, as the case may be, shall be
issued to and held by the Escrow Agent for the benefit of the
employee, until the Option is exercised. Upon any exercise of the
Option, the Escrow Agent shall withhold the applicable tax under the
Ordinance at a 50% rate (or such other rate as may be approved in
writing by an authorized officer of the Income tax authority).
Thereafter, subject to any further restrictions included in this
Plan, or the agreement with the employee, the Escrow Agent may
release the Options or Option Shares to the employee.
9.4 In the event a share dividend (bonus shares) is declared on
Option Shares, such dividend shares shall be subject to the
provisions of this Plan as provided in Paragraph 10.3 hereof and
shall be treated as provided in this Section 9.
10. ADJUSTMENTS
10.1 If the Company is separated or reorganized, or merged, consolidated or
amalgamated with or into another corporation while unexercised Options
remain outstanding under the Plan, there shall be substituted for the
Option Shares subject to the appropriate number of shares or each
class of shares of other securities of the separated or reorganized,
or merged, consolidated or amalgamated corporation which were
distributed to the shareholders of the Company in respect of such
share; provided, however, that all such Options may be exercised in
full by the optionees as of the effective date of any such separation,
reorganization, merger, consolidation or amalgamation, by the
optionees giving notice in writing to the Company of their intention
to so exercise.
10.2 If the Company is liquidated or dissolved while unexercised Options
remain outstanding under the Plan, then all such outstanding Options
may be exercised in full by the optionees as of the effective date of
any such liquidation or dissolution of the Company without regard to
the installment exercise provisions of Paragraph 11.1, by the
optionees giving notice in writing to the Company of their intention
to so exercise.
10.3 If the outstanding shares of the Company shall at any time be changed
or exchanged by declaration of a stock
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<PAGE> 6
dividend, stock split, combination or exchange of shares,
recapitalization, extraordinary dividend payable in shares of a
corporation other than the Company, or otherwise in cash, or any other
like event by or of the Company, and as often as the same shall occur,
then the number, class and kind of Option Shares subject to any
Options theretofore granted, and the option prices, shall be
appropriately and equitably adjusted so as to maintain the
proportionate number of Option Shares without changing the aggregate
option price; provided, however, that no adjustment shall be made by
reason of the grant of preemptive subscription rights on outstanding
shares.
11. TERMS AND EXERCISE OF OPTIONS
11.1 Each Option granted under this Plan shall be exercisable as set out in
this Section. Such provisions shall be included in the option
agreement evidencing the Options. However, no Option shall be
exercisable after the expiration of ten (10) years from the date of
grant.
Unless otherwise decided by the Board or the Committee (regarding a
particular optionee or generally), the Options shall become
exercisable in five (5) equal annual installments, starting twelve
months from the date of the grant. Unexercised Options may be
exercised in subsequent years, subject to the terms of the Plan and
the applicable Option Agreement.
11.2 Options granted under the Plan shall not be transferable by optionees
other than by will or the laws of descent and distribution, and during
optionee's lifetime shall be exercisable only by that optionee.
11.3 Without derogating from the aforementioned, Options will terminate at
such time and under such circumstances as the Board or the Committee
determine. The Options will expire and may not be exercised after the
termination of employment unless (i) prior to the date of such
termination, the Board or the Committee shall authorize, in the
relevant option agreement or otherwise, an extension of the term of
all or part of the Options beyond the date of such termination for a
period not to exceed the period during which the Options by their
terms would otherwise have been exercisable, (ii) termination is
without cause, in which event any vested Options still in force and
unexpired may be exercised within a period of ninety (90) days from
the date of such termination, but only
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<PAGE> 7
with respect to the number of shares purchasable at the time of such
termination, (iii) termination is the result of death or disability,
in which event any vested Options still in force and unexpired may be
exercised within a period of not less than six (6) months from the
date of termination, but only with respect to the number of shares
purchasable at the time of such termination, or (iv) termination of
employment is the result of retirement under any deferred compensation
agreement or retirement plan of the Company or of any subsidiary of
the Company or after age 60, while Options granted hereunder are still
in force and unexpired, in which case the Board or Committee shall
have the discretion to permit any unmatured installments of the
Options to be accelerated as of the later of the date of retirement or
a date one year following the date of grant, and the Options shall
thereupon be exercisable in full, without regard to the installment
exercise provisions of Paragraph 11.1, in which event any such vested
Options still in force and unexpired may be exercised at any time
within a period of two (2) years from the date of such termination,
but not to exceed the period during which the Options by their terms
would otherwise have been exercisable.
11.4 The holders of Options shall not be entitled to or have any of the
rights or privileges of stockholders of the Company in respect of
any shares purchasable upon the exercise of any part of an Option
unless and until the Escrow Agent has transferred the shares to the
employee after the applicable holding period and until such time the
Escrow Agent will vote any of the Option Shares which are issued and
outstanding and otherwise entitled to vote as directed by the Board.
11.5 Any form of option agreement authorized by the Plan may contain such
other provisions as the Board or the Committee may, from time to time,
deem advisable. Without limiting the foregoing, the Board or the
Committee may, with the consent of the optionee, from time to time,
cancel all or any portion of any Options then subject to exercise, and
the Company's obligation in respect of such Options may be discharged
by (i) payment to the optionee of an amount in cash equal to the
excess, if any, of the Fair Market Value of the shares at the date of
such cancellation subject to the portion of the Option so cancelled
over the aggregate purchase price of such shares, (ii) the issuance or
transfer to the optionee of shares with a Fair Market Value at the
date of such transfer equal to any such excess, or (iii) a combination
of cash and shares with
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<PAGE> 8
a combined value equal to any such excess, all as determined by the
Board or the Committee in its sole discretion.
11.6 Options shall be exercised by the optionee by giving written notice to
the Company, which exercise shall be effective upon receipt of such
notice by the Secretary of the Company at its principal office. The
notice shall specify the number of shares with respect to which the
Option is being exercised.
12. TAX CONSEQUENCES
All tax liability regarding the issue of the Options and the Option Shares
shall be borne by the optionees.
13. PURCHASE FOR INVESTMENT
Unless Option Shares have been registered under the United States
Securities Act of 1993 or the Securities Law of 1968, as amended, or the
Company has determined that such registration is unnecessary, each person
exercising an Option under the Plan may be required by the Company to give
a representation in writing that he is acquiring such Option Shares for his
own account, for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof.
14. TERM DATE OF PLAN
The Plan shall be effective as of July 1, 1996 and shall terminate on June
30, 2006.
15. AMENDMENTS OR TERMINATION
The Board may amend, alter or discontinue the Plan, except that no
amendment or alteration shall be made which would impair the rights of the
holder of any Option theretofore granted without his consent.
16. APPLICABLE LAWS AND GOVERNMENT REGULATIONS
The Plan, and the granting and exercise of Options hereunder, and the
obligation of the Company to sell and deliver shares or cash under such
Options, shall be subject to all applicable law, rules and regulations, to
such approvals by any governmental agencies or national securities
exchanges as may be required.
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<PAGE> 9
17. GOVERNING LAW
This Plan shall be deemed made in the State of Delaware and shall be
governed by, and construed and enforced in accordance with, the laws of
Delaware applicable to stock options granted by Delaware corporations,
provided that Option agreements made with Israeli residents under the Plan
and all matters relating to or affecting the tax obligations and
liabilities of optionees shall be governed by, and construed and enforced
in accordance with, the applicable laws of Israel, and contracts made and
to be performed therein, in each case without giving effect to the
principles of conflict of laws.
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<PAGE> 1
EXHIBIT 4.3
BY-LAWS
OF
U.S. ROBOTICS HOLDING CORPORATION
N/K/A/ U.S. ROBOTICS CORPORATION
ARTICLE I.
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The Corporation may also have offices at such other places both
within and without the State of Delaware as the board of directors may from time
to time determine or the business of the Corporation may require.
ARTICLE II.
MEETING OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of directors
shall be held in the City of Chicago, State of Illinois, or at such place as may
be fixed from time to time by the board of directors, or at such other place
either within or without the State of Delaware as shall be designated from time
to time by the board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meeting of stockholders, commencing with the year 1996,
shall be held on the first Thursday in April if not a legal holiday, and if a
legal holiday, then on the next secular day following at 10:00 p.m., or at such
other date and time as shall be designated from time to time by the board of
directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote a class of directors, and transact such other business as may
properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting.
<PAGE> 2
Section 4. The officer who has charge of the stock ledger of the
Corporation shall cause to be prepared and made at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at the executive offices of the
Corporation or at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if not so specified,
at the place where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present. The stockholder list shall
not be available at any other time to any stockholder without the prior written
consent of the board of directors, unless otherwise provided by law.
Section 5. A special meeting of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman of the board or the president and
shall be called by the president or secretary at the request in writing of a
majority of the board of directors, or at the request in writing of stockholders
owning a majority in amount of the entire capital stock of the Corporation
issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given not less than ten nor more than sixty days before the date of the
meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
<PAGE> 3
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy at the meeting and entitled to vote on the subject matter,
shall decide any question brought before such meeting, unless the question is
one for which, by express provision of statute or of the certificate of
incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of incorporation
each stockholder shall at every meeting of the stockholders be entitled to one
(1) vote in person or by proxy for each share of the capital stock having voting
power held by such stockholder, but no proxy shall be voted on after three years
from its date, unless the proxy expressly provides for a longer period.
Section 11. Unless otherwise provided in the certificate of incorporation,
any action required to be taken at any annual meeting of stockholders of the
Corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the action so taken by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
ARTICLE III.
DIRECTORS
Section 1. The number of directors which shall constitute the whole board
shall not be less than three nor more than twenty-five. The first board shall
consist of seven directors. Thereafter, within the limits above specified, the
number of directors shall be determined by resolution of the board of directors
or by the stockholders at the annual meeting. The directors shall be divided
into three classes as nearly equal in number as is feasible, and the term of
office of those of the first class shall expire at the annual meeting next
ensuing, of the second class one year thereafter, and of the third class two
years thereafter. The term of office of each class of directors elected to
succeed the foregoing first three classes shall expire at the annual meeting
held three years after the meeting at which such class is elected.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors shall be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the director or directors so chosen shall each hold office until
the next annual election at which directors in the same class as the director or
directors being replaced are to be elected, and until their successors are duly
elected and shall qualify, unless sooner displaced. If there are no
<PAGE> 4
directors in office, then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or any newly
created directorship, the directors then in office shall constitute less than a
majority of the whole board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office.
Section 3. The business of the Corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the Corporation may hold meetings
both regular and special, either within or without the State of Delaware.
Section 5. The first meeting of the board of directors following each
annual meeting of stockholders shall be held at such time and place as shall be
fixed by the vote of the stockholders at the annual meeting and no notice of
such meeting to the newly elected directors shall be necessary in order legally
to constitute the meeting, provided a quorum shall be present. In the event of
the failure of the stockholders to fix the time or place of such first meeting
of the board of directors, or in the event such meeting is not held at the time
and place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
regular or special meetings of the board of directors, as the case may be, or as
shall be specified in a written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held without
further notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the chairman of
the board or the president on three days' notice to each director, either
personally or by mail or by telecopier or telegram; special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of two directors unless the board consists of only one director;
in which case special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of the sole director.
Section 8. At all meetings of the board a majority of the directors then
in office shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of
<PAGE> 5
incorporation. If a quorum shall not be present at any meeting of the board of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
Section 9. Unless otherwise restricted by the certificate of incorporation
or these by-laws, any action required or permitted to be taken at any meeting of
the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or of any committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a majority
of the whole board, designate one or more committees, each committee to consist
of one or more of the directors of the Corporation. The board may designate one
or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he, she or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the board
of directors, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have or exercise such
power or authority in reference to amending the certificate of incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
by-laws of the Corporation; and, unless the resolution or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors.
<PAGE> 6
Section 12. Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.
REMOVAL OF DIRECTORS
Section 14. Any director, or the entire board of directors, may be removed
from office at any time, but only for cause, by the affirmative vote of the
holders of record of outstanding shares representing at least eighty percent
(80%) of the voting power of all the shares of capital stock of the Corporation
then entitled to vote generally in the election of directors, voting together as
a single class, and any director may be removed from office at any time, but
only for cause, by the affirmative vote of a majority of the entire board of
directors.
As used in these by-laws, the term "entire board of directors" shall mean
the total authorized number of directors that the Corporation would have if
there were no vacancies.
ARTICLE IV.
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given when the same shall be deposited in the United States mail. Notice to
directors may also be given by telecopier or telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
<PAGE> 7
ARTICLE V.
OFFICERS
Section 1. The officers of the Corporation shall be chosen by the board of
directors and shall be a chairman of the board, a president, a secretary and a
treasurer. The board of directors may also choose one or more vice-presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide.
Section 2. The board of directors at its first meeting and at its first
meeting following each annual meeting of stockholders shall elect its officers
(except for those officers which may be appointed pursuant to Section 3 of this
Article V).
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the board of directors.
Section 5. The officers of the Corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
Corporation shall be filled by the board of directors.
THE CHAIRMAN OF THE BOARD
Section 6. The chairman of the board shall be the Chief Executive Officer
of the Corporation, shall preside at all meetings of the stockholders and the
board of directors and shall implement policies and strategies for the conduct
of the business of the Corporation.
THE PRESIDENT
Section 7. The president shall be the Chief Operating Officer of the
Corporation, shall have general and active management of the business of the
Corporation, subject to the chairman of the board, and shall see that all orders
and resolutions of the board of directors are carried into effect.
Section 8. He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the Corporation.
<PAGE> 8
THE VICE-PRESIDENTS
Section 9. In the event the board of directors elects to choose one or
more vice-presidents, and in the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 10. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, as directed by
the chairman of the board or the president, under whose supervision he shall be.
He shall have custody of the corporate seal of the Corporation and he, or an
assistant secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by the
signature of such assistant secretary. The board of directors may give general
authority to any other officer to affix the seal of the Corporation and to
attest the affixing by his signature.
Section 11. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 12. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the board of directors.
Section 13. He shall disburse the funds of the Corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the chairman of the board, the president and
the board of directors, at its regular meetings, or when the board of directors
so requires, an account of all his transactions as treasurer and of the
financial condition of the Corporation.
<PAGE> 9
Section 14. If required by the board of directors, he shall give the
Corporation a bond for such term, in such sum and with such surety or sureties
as shall be satisfactory to the board of directors for the faithful performance
of the duties of his office and for the restoration to the Corporation, in case
of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control belonging to the Corporation.
Section 15. The assistant treasurer, or if there shall be more than one,
the assistant treasurers in the order determined by the board of directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the treasurer or in the event of his inability or refusal to
act, perform the duties and have such other powers as the board of directors may
from time to time prescribe.
ARTICLE VI.
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
chairman of the board of directors, or the president or a vice-president and by
the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the Corporation, certifying the number of shares owned by him in
the Corporation.
Certificates may be issued for partly paid shares and in such case upon the
face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.
If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the Corporation shall issue to represent such class or
series of stock, a statement that the Corporation shall furnish without charge
to each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 2. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has
<PAGE> 10
been placed upon a certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond or contract of indemnification in such sum
as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
FIXING RECORD DATE
Section 5. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice or of to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
<PAGE> 11
REGISTERED STOCKHOLDERS
Section 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII.
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the certificate of incorporation, if any, may be declared by
the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
Corporation.
CHECKS
Section 4. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
<PAGE> 12
FISCAL YEAR
Section 5. The fiscal year of the Corporation shall be fixed by resolution
of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. The Corporation shall indemnify each person who is or was a
director or officer of the Corporation, or of any other corporation which he or
she serves as such at the request of the Corporation, against any and all
liability and reasonable expense that is incurred by him or her in connection
with or resulting from any action, claim, suit or proceeding, or in connection
with an appeal relating thereto, civil or criminal (whether brought by or in the
right of the Corporation or such other corporation or otherwise), in which he or
she may become involved, as a party or otherwise, by reason of his or her being
or having been a director or officer of the Corporation, or by reason of any
past or future action taken or not taken in his or her capacity as such director
or officer, whether or not he or she continues to be such at the time such
liability or expense is incurred; provided such director or officer acted in
good faith in a manner he or she reasonably believed to be in the best interests
of the Corporation. As set forth in this section, the terms "liability" and
"expense" shall include, but not be limited to, attorneys' fees, expenses and
disbursements, and judgments, fines, penalties and settlement amounts paid by
such director or officer. In the event that a question arises as to whether or
not such director or officer has met the standards of conduct set forth herein,
such question shall be conclusively determined by either (1) the majority of
disinterested directors, (2) the written opinion of reputable disinterested
legal counsel selected by the Board, or (3) the stockholders.
The rights of indemnification provided in this section shall be in addition
to any other rights to which any such director or officer may be otherwise
entitled by contract or as a matter of law. In the event of any such director
or officer's death, such rights shall extend to his or her heirs and legal
representatives. The provisions of this section are separable, and if any word,
clause or provision of this section shall be determined to be invalid for any
reason, all other provisions are fully in effect, and such invalid provision
shall only be curtailed to the extent necessary to make such provision
enforceable, it being the intent of this section that the Corporation indemnify
its directors and officers to the maximum extent permitted by law. The foregoing
rights of indemnification shall not be exclusive of other rights to which any
such director or officer may be entitled under any statute, bylaw, agreement,
vote of stockholders, or otherwise.
<PAGE> 13
ARTICLE VIII.
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation, at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
<PAGE> 1
EXHIBIT 5
U.S. ROBOTICS CORPORATION
8100 North McCormick Boulevard
Skokie, Illinois 60076-2999
August 28, 1996
U.S. Robotics Corporation
8100 North McCormick Boulevard
Skokie, Illinois 60076-2999
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
I have acted as counsel to U.S. Robotics Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended. The Registration Statement relates to the sale by the Company of up
to 328,000 shares of the Company's Common Stock, $.01 par value per share (the
"Common Stock") through the 1996 Stock Option Plan for Israeli Employees (the
"Plan"), a subsidiary of the Company.
In connection with this opinion, I have relied as to matters of fact,
without investigation, upon certificates of public officials and others and
upon affidavits, certificates and written statements of directors, officers and
employees of, and the accountants for, the Company. I also have examined
originals or copies, certified or otherwise identified to our satisfaction, of
such corporate and other instruments, documents and records as I have deemed
relevant and necessary to examine for the purpose of this opinion, including
the Plan.
In connection with this opinion, I have assumed the accuracy and
completeness of all documents and records that I have reviewed, the genuineness
of all signatures, the due authority of the parties signing such documents, the
authenticity of the documents submitted to us as originals and the conformity
to authentic original documents of all documents submitted to us as certified,
conformed or reproduced copies.
Based upon and subject to the foregoing, it is my opinion that the
328,000 shares of Common Stock covered by the Registration Statement, when
issued and sold by the Company and paid for in accordance with the provisions
of the Plan, will be legally issued, fully paid and non-assessable shares of
Common Stock.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement to be filed by the Company with respect to the shares of
Common Stock issuable pursuant to the Plan and to the reference to me under the
caption "Interests of Named Experts and Counsel" in such Registration
Statement.
<PAGE> 2
U.S. Robotics Corporation
August 28, 1996
Page 2
I am admitted to practice law in the State of Illinois and I express no
opinion as to matters under or involving any laws other than the laws of the
State of Illinois, the federal laws of the United States of America and the
General Corporation Law of the State of Delaware.
Very truly yours,
George A. Vinyard
Vice President, General Counsel
and Secretary
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have issued our report dated November 9, 1995 (except for "Note Q-Subsequent
Event" as to which the date is December 21, 1995) accompanying the consolidated
financial statements of U.S. Robotics Corporation and Subsidiaries appearing in
the 1995 Annual Report on Form 10-K for the year ended October 1, 1995, which
are incorporated by reference in this Registration Statement on Form S-8. We
consent to the incorporation by reference in this Registration Statement of the
aforementioned report.
/s/ Grant Thornton LLP
GRANT THORNTON LLP
Chicago, Illinois
August 28, 1996
