<PAGE> 1
Registration No. 33-89702
As filed with the Securities and Exchange Commission on
September 5, 1996
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
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 principal executive offices)
offices)
KEY EMPLOYEE STOCK OPTION PLAN OF U.S. ROBOTICS CORPORATION
(Full Title of the Plan)
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
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Title of Amount to Proposed Proposed Amount of
each class be registered* maximum maximum registration
of securities offering aggregate fee**
to be price per offering
registered share** price**
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Common Stock, 4,000,000 51.125 204,500,000 70,517.24
per value $.01
per share
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* This Registration Statement includes any additional shares of
the registrant's Common Stock that may be issued pursuant to
antidilution provisions contained in the plan.
**Pursuant to Rule 457(h), the registration fee was computed on
the basis of the average of the high and low prices of the
registrant's Common Stock on the NASDAQ/National Market System
on September 4, 1996.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
The contents of the Form S-8 Registration Statement under
the Securities Act of 1933, File No. 33-89702, which was filed
with the Commission on February 23, 1995, are incorporated by
reference in this Post-Effective Amendment No. 1 to the Form S-8
Registration Statement.
<PAGE> 3
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 5th day of September, 1996.
U.S. Robotics Corporation
By: /s/ Mark Remissong
Mark Remissong
Vice President and
Chief Financial Officer
<PAGE> 4
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 30th day of
August, 1996.
Signature Title
*
- --------------------- Chairman of the Board, President
Casey Cowell Chief Executive Officer and
Director (Principal Executive
Officer)
*
- --------------------- Vice President and Chief Financial
Mark Remissong Officer and Principal Accounting
Officer
*
- --------------------- Executive Vice President and
John McCartney Director
*
- --------------------- Executive Vice President and
Jonathan N. Zakin Director
*
- --------------------- Director
Peter I. Mason
*
- --------------------- Director
James E. Cowie
*
- --------------------- Director
Terence M. Graunke
*
- --------------------- Director
Paul G. Yovovich
*By: /s/ George A. Vinyard
George A. Vinyard,
Attorney-in-fact
<PAGE> 5
EXHIBIT INDEX
Exhibit Description of Exhibit Sequential Page
Number Number
4.1 Certificate of Incorporation of *
U.S. Robotics Corporation.
4.2 By-Laws of U.S. Robotics Corporation. **
4.3 Rights Agreement between Registrant ***
and Harris Trust and Savings Bank,
as Rights Agent.
4.4 Key Employee Stock Option Plan of U.S.
Robotics Corporation
5 Opinion of George A. Vinyard, Esq.
23.1 Consent of Grant Thornton LLP
23.2 Consent of George A. Vinyard (included in his
opinion filed as Exhibit 5 hereto)
______________________________
* Filed as an exhibit to U.S. Robotics, Inc. and U.S. Robotics
Holding Corporation Registration Statement on Form S-4,
Registration Statement No. 33-86856, declared effective by
the Securities and Exchange Commission on January 20, 1995,
and incorporated herein by reference and an exhibit to the
Company's Current Report on Form 8-K dated March 22, 1996
and incorporated herein by reference.
** Filed as an exhibit to the Company's Registration Statement
on Form S-8, Registration Statement No. 33-10955, filed on
August 28, 1996 and incorporated herein by reference.
*** Filed as an exhibit to the Company's Registration Statement
on Form 8-A dated May 16, 1996.
<PAGE> 1
EXHIBIT 4.4
KEY EMPLOYEE
STOCK OPTION PLAN OF
U.S. ROBOTICS CORPORATION
(As Amended and Restated in 1996)
Introduction and Purpose. The purpose of this Plan is to
advance the interests of the Corporation by encouraging and
enabling the acquisition of a larger personal proprietary
interest in the Corporation by Eligible Participants upon whose
judgment and keen interest the Corporation and its Subsidiaries
are largely dependent for the successful conduct of their service
and operations. It is anticipated that the acquisition of such
proprietary interest in the Corporation will stimulate the
efforts of such Eligible Participants on behalf of the
Corporation and its Subsidiaries, and strengthen their desire to
remain with the Corporation and its Subsidiaries. It is also
expected that the opportunity to acquire such a proprietary
interest will enable the Corporation and its Subsidiaries to
attract desirable personnel.
Definitions. When used in this Plan, unless the context
otherwise requires:
"Board of Directors" or "Board" means the Board of Directors
of the Corporation as constituted at any time.
"Change in Control" means the earlier of (i) the date on
which any person or entity, or persons or entities acting in
concert, shall acquire the beneficial ownership, as defined by
the Board of Directors in its sole discretion, of Shares or other
securities having fifty-one percent (51%) or more of the Voting
Power then outstanding or (ii) the date on which any person or
entity, or persons or entities acting in concert, shall first
disclose an intent to commence an offer to tender for Shares or
other securities having fifty-one percent (51%) or more of the
Voting Power.
"Committee" means the Stock Option Committee, as described
in Section 3 hereof, appointed by the Board to administer this
Plan.
"Common Stock" means the common stock of the Corporation,
par value $.01 per share, including both treasury shares and
authorized but unissued shares, or any security of the
Corporation issued in substitution, exchange or in lieu thereof.
"Corporation" means U.S. Robotics Corporation.
"Eligible Participant" means any employee or officer of, or
consultant to, the Corporation or its Subsidiaries designated to
receive Options pursuant to this Plan, as provided in Section 4.
<PAGE> 2
"Fair Market Value" on a specified date means the average of
the bid and asked closing prices at which one Share is traded on
the over-the-counter market, as reported on the National
Association of Securities Dealers Automated Quotation system
("NASDAQ"), or the closing price at which a Share is listed if
listed as a national market security on NASDAQ or on a national
securities exchange on which Shares are primarily traded; but if
no Shares were traded on such date, then on the last previous
date on which a Share was so traded, or if none of the above is
applicable, the value of a Share as established by the Committee
for such date using any reasonable method of valuation.
"Internal Revenue Code" means the Internal Revenue Code of
1986, as amended, or any successor thereto.
"Issue Date" means the date designated by the Committee with
reference to which the exercisability of an Eligible
Participant's Options may be determined in accordance with
Section 5 hereof. Unless otherwise designated by the Committee,
the Issue Date of an Option shall be the date that the Option is
awarded to the Eligible Participant.
"Options" means the stock options granted pursuant to this
Plan.
"Plan" means this Key Employee Stock Option Plan, as amended
from time to time.
"Plan Year" means the calendar year.
"Securities Exchange Act of 1934" means the Securities
Exchange Act of 1934, as amended from time to time, or any
successor thereto.
"Share" means a share of Common Stock of the Corporation,
par value $.01.
"Subsidiary" means any "subsidiary corporation", as such
term is defined in Section 424(f) of the Internal Revenue Code.
"Voting Power" means the voting power of all securities of
the Corporation then outstanding which are generally entitled to
vote for the election of directors of the Corporation.
Administration of the Plan. The Committee shall be
appointed by the Board of Directors and shall consist of at least
one (1) member of the Board of Directors. Insofar as it is
necessary in order for compensation recognized by Eligible
Participants pursuant to the Plan to be fully deductible by the
Corporation for federal income tax purposes, the Committee must
be composed of at least two (2) members of the Board of Directors
and each member of the Committee must also be an "outside
director" (as defined in regulations or other guidance issued by
the Internal Revenue Service under Section 162(m) of the Internal
Revenue Code). The Committee shall have the authority to
administer the Plan as provided herein and, in exercising this
authority, shall establish such rules and procedures as the
Committee deems necessary or advisable to administer the Plan.
Each member of the Committee shall hold office until the
next regular annual meeting of the Board of Directors following
his or her designation and until his or her successor is
designated as a member of the Committee. Any vacancy in the
Committee may be filled by a resolution adopted by a majority of
the Board of Directors. Any member of the Committee may be
removed at any time, with or without cause, by resolution adopted
by a majority of the Board of Directors. A member of the
Committee may resign from the Committee at any time by giving
written notice to the President, Secretary or Assistant Secretary
of the Corporation in person or by certified or registered mail,
return receipt requested, sent to 8100 McCormick Boulevard,
Skokie, Illinois 60076, and, unless otherwise specified therein,
such resignation shall take effect upon receipt of such written
notice. The acceptance of such resignation by the President,
Secretary or Assistant Secretary of the Corporation shall not be
necessary for such resignation to be made effective.
<PAGE> 3
Participants. Except as otherwise provided herein, the
class of individuals who are potential recipients of Options to
be granted under this Plan are the Eligible Participants who, in
the sole discretion of the Committee, (i) contribute
significantly to the success of the Corporation or any of its
Subsidiaries, and (ii) are not subject to the reporting
requirements of Section 16 of the Securities Exchange Act of 1934
and the rules promulgated thereunder on the date that the Option
is awarded under this Plan. The Eligible Participants to whom
Options are granted under this Plan and the number of Shares
subject to each such Option shall be determined by the Committee
in its sole discretion, in accordance with the terms and
conditions of this Plan.
Grant and Vesting of Options. The Committee may, but shall
not be required to, grant in accordance with this Plan, Options
to purchase an aggregate of up to 7,200,000 Shares (subject to
adjustment for stock splits, stock dividends and other share
adjustments described in Section 16 hereof), which Shares may be
either treasury Shares or authorized but unissued Shares. Shares
which are subject to Options granted under this Plan, but which
are not issued pursuant thereto because such Options expire or
are otherwise terminated or canceled for any reason, thereafter
shall be available for issuance upon exercise of other Options
subsequently granted hereunder. In no event may an Eligible
Participant be granted Options under the Plan to the extent that
the sum of (i) the number of Shares subject to such Options, and
(ii) the number of Shares subject to all other prior Options
granted to such Eligible Participant under the Plan during the
five-year period ending on the date such Options are granted
would exceed the Eligible Participant's Individual Limit. An
Eligible Participant's "Individual Limit" is 1,000,000 Shares
(subject to adjustment for stock splits, stock dividends and
other share adjustments as described in Section 16 hereof).
Except as otherwise provided herein, Options granted
pursuant to this Plan shall become exercisable in five (5) equal
annual installments on the first five (5) anniversaries of the
Issue Date of such Options; provided, however, that the Committee
may in its discretion specify, with respect to all or any portion
of the Shares subject to such Options, immediate exercisability
or exercisability vesting over a shorter or longer period in any
particular case.
Options granted under this Plan may be either non-qualified
stock options or, with respect to Eligible Participants who are
employees of the Corporation or its Subsidiaries, incentive stock
options within the meaning of Section 422 of the Internal Revenue
Code. An Option granted under this Plan shall be deemed to be a
non-qualified stock option unless the Committee, in its sole
discretion, designates otherwise. Options which are designated
or deemed not to be incentive stock options shall not be treated
as such for purposes of this Plan and the Internal Revenue Code.
<PAGE> 4
Nothing contained herein shall be construed to prohibit the
grant of Options at different times to the same Eligible
Participant.
The terms of any Option granted to an Eligible Participant
shall, subject to the other terms and provisions of this Plan, be
conclusively determined by the Committee, in its sole discretion.
The terms and provisions of the Option shall be set forth in a
writing (such writing being hereinafter referred to as the
"Option Certificate") signed on behalf of the Corporation by the
President, any Vice President or the Treasurer of the
Corporation. The Option Certificate shall state whether the
Option is an incentive stock option or a non-qualified stock
option. At the time an Option is granted, the Committee may, in
its sole discretion, establish one or more conditions to the
exercise of such Option, provided that if such Option is
designated as an incentive stock option, then such condition or
conditions shall not be inconsistent with Section 422 of the
Internal Revenue Code.
Price. Except as otherwise provided herein, the exercise
price per Share of the Shares subject to purchase pursuant to any
Option shall be fixed by the Committee at the time an Option is
granted and may be less than, equal to, or greater than the Fair
Market Value of the Common Stock on the date such Option is
granted; provided, however, that if the Option is an incentive
stock option, in no event shall the price be less than the Fair
Market Value of a Share on the day on which the Option is granted
(one hundred ten percent (110%) of the Fair Market Value of a
Share if the grantee is a greater than ten percent (10%)
stockholder within the meaning of Section 422(b)(6) of the
Internal Revenue Code).
Duration of Options. The duration of any Option granted
under this Plan shall be for a period fixed by the Committee, in
its sole discretion, but not more than ten (10) years from the
date upon which the Option is granted (five(5) years if the
Option is an incentive stock option and the grantee is a greater
than ten percent (10%) stockholder within the meaning of Section
422(b)(6) of the Internal Revenue Code).
Limitations Regarding Ten Percent Stockholders. No Option
which is intended to qualify as an incentive stock option may be
granted under this Plan to any Eligible Participant who, at the
time the Option is granted, owns, or is considered to own, within
the meaning of Section 422 of the Internal Revenue Code, Shares
possessing more than ten percent (10%) of the total combined
Voting Power or value of all classes of stock of the Corporation
or its Subsidiaries, unless (i) the exercise price under such
Option is at least one hundred ten percent (110%) of the Fair
Market Value of a Share on the date such Option is granted and
(ii) such Option by its terms shall terminate not more than five
(5) years after the date of grant.
Option Holder Not a Stockholder. An Option holder shall not
be deemed to be the holder of or to have any rights of a
stockholder with respect to any Shares subject to such Option,
unless and until (i) the Option shall have been exercised
pursuant to the terms thereof, (ii) the Corporation shall have
issued and delivered Shares to the Option holder, and (iii) said
holder's name shall have been entered as a stockholder of record
on the books of the Corporation. Thereupon, said holder shall
have full voting, dividend and other ownership rights with
respect to such Shares.
<PAGE 5>
Non-Transferability of Options. Options and all rights
thereunder shall be non-transferable and non-assignable by the
holder thereof, except to the extent that the representative of
the estate or the heirs of a deceased Option holder may be
permitted to exercise such options and rights thereunder and,
during the holder's lifetime, shall be exercisable only by the
holder or his or her legal representative.
Exercise of Options. Except as otherwise provided herein,
an Option, after the grant thereof in accordance with the
provisions of this Plan, shall be exercisable by the holder of
such Option at such rate and at such time or times as may be
fixed by the Committee at the time the Option is granted; and
provided further, that no Option may be exercised in part or in
full prior to the approval of the Plan by the stockholders of the
Corporation, as provided in Section 20 hereof.
Notwithstanding any other provision of this Plan, any Option
granted under the Plan which is an incentive stock option shall
not be exercisable to the extent that the Fair Market Value of
the Shares (determined as of the date of grant), with respect to
which such Option (and any other incentive stock option granted
to the holder under this Plan or any other stock option plan
maintained by the Corporation or any Subsidiary) first becomes
exercisable in any calendar year, exceeds $100,000.
All or any part of any remaining unexercised Options granted
to any Eligible Participant may be exercised in full, after
approval of the Plan by the stockholders of the Corporation as
provided in Section 20 herein, whether or not such Options were
otherwise then exercisable, upon a Change in Control or upon the
occurrence of any special circumstance or event which, in the
sole discretion of the Committee, merits special consideration.
An Option shall be exercised by the delivery of a written
notice duly signed by the Option holder thereof (or the
representative of the estate or the heirs of a deceased Option
holder), together with (i) cash, (ii) a certified check payable
to the order of the Corporation, (iii) Shares duly endorsed over
to the Corporation (which Shares shall be valued at their Fair
Market Value as of the date preceding the day of such exercise),
(iv) written direction to an authorized broker to sell the Shares
purchased pursuant to such exercise immediately for the account
of the Option holder and pay an appropriate portion of the
proceeds thereof to the Corporation or (v) any combination of
such methods of payment which payments together amount to the
full exercise price of the Shares purchased pursuant to the
exercise of the Option plus the amount, if any, of any applicable
taxes which the Corporation is required to withhold. Such notice
and payment shall be delivered to the Treasurer or Secretary of
the Corporation or to any other person designated by the
Corporation in a written notice to the Option holder (the
"Authorized Representative").
No Option may be granted or exercised pursuant to the
provisions hereof when such Option, or the granting or exercise
thereof, may result in the violation of any law or governmental
order or regulation.
<PAGE> 6
Within a reasonable time after the exercise of an Option,
the Corporation shall cause to be delivered to the person
entitled thereto a certificate for the Shares purchased pursuant
to the exercise of the Option. If the Options shall have been
exercised with respect to less than all of the Shares subject to
the Option, the Corporation shall cause to be delivered to the
person entitled thereto a new Option Certificate or other written
confirmation of the transaction, indicating the number of Shares
with respect to which the Option remains available for exercise.
An incentive stock option granted pursuant hereto shall be
exercisable by an Eligible Participant only if such employee has
been in the employ of the Corporation or its Subsidiaries at all
times during the period beginning on the date such Option was
granted and ending three (3) months before the date of such
exercise.
Disposition of Shares. If the Option is an incentive stock
option, no Shares acquired pursuant to the exercise of an Option
granted herein may be sold, exchanged, gifted or otherwise
disposed of within two (2) years following the date such Option
was granted or one (1) year following the date such Option was
exercised, whichever is later.
Fractional Shares. The Corporation shall not be required to
issue fractional Shares pursuant to this Plan and, accordingly,
Eligible Participants may purchase only a whole Share or Shares.
Exchange of Options for Cash. The Committee may, from time
to time, in its sole discretion, grant cash to an Eligible
Participant, upon such Eligible Participant's written request, in
exchange for any Option granted herein which is exercisable but
has not been exercised by such employee. The amount of cash to
be granted shall be conclusively determined by the Committee, in
its sole discretion, as equal to the difference between (i) the
Fair Market Value of a Share on the date such written request is
received, and (ii) the exercise price of the Option. Such
written request shall be considered received when personally
delivered to the Authorized Representative or upon the receipt of
a letter sent by certified or registered mail, return receipt
requested, to 8100 McCormick Boulevard, Skokie, Illinois 60076,
or three (3) days after such letter is sent, whichever is
earlier. Upon the Committee's grant of cash, as provided herein,
such Option or Options exchanged shall be immediately terminated
and canceled. This paragraph 14 shall not be interpreted as
creating any affirmative obligation on the Committee, Corporation
or its Subsidiary to purchase any such options of an Eligible
Participant, which decision shall rest in the sole discretion of
the Committee.
<PAGE> 7
Termination of Services. All or any part of any Option, to
the extent unexercised, shall terminate immediately if the Option
holder ceases to be an officer or employee of the Corporation or
its Subsidiaries or (if applicable) ceases to be a consultant to
the Corporation or any of its Subsidiaries; except that (i) with
respect to Options granted before March 7, 1996, the Option
holder shall have until the end of the thirtieth (30th) day, and
(ii) with respect to Options granted on or after March 7, 1996,
the Option holder shall have until the end of three (3) months
following the date he or she ceases to be an officer or employee
of, or consultant to, the Corporation or its Subsidiaries to
exercise any exercisable Option rights that he or she could have
exercised on the day on which such employment or service
terminated; provided, however, that such exercise must be
accomplished prior to the expiration of the term of such Option.
Notwithstanding the foregoing, if an individual ceases to be an
officer or employee of, or consultant to, the Corporation or its
Subsidiaries due to (i) retirement on or after attaining the age
of sixty-five (65) years (or such earlier date as such person
shall be permitted under the Corporation's retirement plan), (ii)
disability (as such term is defined in Section 422(c)(6) of the
Internal Revenue Code, the existence of which shall be
conclusively determined by the Committee in its sole discretion),
or (iii) death, then the Option holder, or the representative of
the estate or the heirs of a deceased Option holder, shall have
the privilege of exercising the Options which are then
exercisable but unexercised at the time of such retirement,
disability or death; but only to the extent that such Options,
which are then exercisable, are exercised (i) within three (3)
months following the Option holder's retirement, (ii) within one
(1) year following the Option holder's disability, or (iii)
within one (1) year following the Option holder's death, as the
case may be; provided, further, that such exercise must be
accomplished prior to the expiration of the term of such Option.
If an Option holder ceases to be an officer or employee of, or a
consultant to, the Corporation or its Subsidiaries because of the
Option holder's violation of his or her duties to the Corporation
and its Subsidiaries, the existence of such violation to be
conclusively determined by the Committee in its sole discretion,
all unexercised Options of such Option holder shall immediately
terminate and such Option holder shall have no right to exercise
any unexercised Option he or she might have exercised prior to
the date he or she ceased to be an officer or employee of, or
consultant to, the Corporation or its Subsidiaries.
When an Eligible Participant ceases to be an officer or
employee of, or a consultant to, the Corporation or its
Subsidiaries, all Options held by such Eligible Participant which
are not then exercisable shall immediately lapse and be
cancelled.
Nothing contained herein or in the Option Certificate shall
be construed to confer on any Eligible Participant any right to
continue in the employ or service of the Corporation or its
Subsidiaries or derogate from any right of the Corporation or its
Subsidiaries to request, in its sole discretion, the retirement,
resignation or discharge of such Eligible Participant, at any
time, with or without cause.
<PAGE> 8
Adjustment of Shares. If, prior to the complete exercise of
any Option, there shall be declared and paid a stock dividend
upon the Common Stock of the Corporation or if the Common Stock
of the Corporation shall be split, converted, exchanged,
reclassified or in any way substituted, the Option, to the extent
that it has not been exercised, shall entitle the holder thereof,
upon the future exercise of the Option, to such number and kind
of securities, cash or other property, subject to the terms of
the Option, to which he or she would have been entitled had he or
she actually owned the Shares subject to the unexercised portion
of the Option at the time of the occurrence of such stock
dividend, split, conversion, exchange, reclassification or
substitution; and the aggregate exercise price upon the future
exercise of the Option shall be the same as if the originally
optioned Shares were being purchased thereunder. If, prior to
the complete exercise of any Option, there shall be a spin-off
transaction pursuant to the reorganization of the Corporation,
the Option, to the extent that it has not been exercised, shall
be adjusted by adjusting the exercise price of the Option and
adjusting the number of Shares subject thereto, in order to
reflect the decrease, if any, in the fair market value of the
Shares resulting from the spin-off transaction; in any such case,
the Option as adjusted, shall entitle the holder thereof, upon
the future exercise of the Option, to the number of Shares which
have a Fair Market Value, immediately after the occurrence of the
spin-off transaction, equal to the Fair Market Value of the
Shares subject to the Option on the day before the occurrence of
such spin-off transaction, and the aggregate exercise price upon
the future exercise of the Option shall be the same as the
aggregate exercise price of the Shares subject to the Option on
the day before the occurrence of such spin-off transaction. Any
fractional shares or other securities payable upon the exercise
of the Option, as a result of such adjustment due to the
occurrence of such stock dividend, stock split, conversion,
exchange, reclassification, substitution or spin-off transaction,
shall be payable in cash based upon the Fair Market Value of such
Shares or securities at the time of such exercise. If any such
event should occur, the number of Shares, with respect to which
Options remain to be issued or with respect to which Options may
be reissued, and the Individual Limit, shall be adjusted in a
similar manner.
Except as otherwise provided in the third paragraph of
Section 11 hereof (relating to Changes in Control, among other
matters), upon the dissolution or liquidation of the Corporation,
or upon a reorganization, merger or consolidation in which the
Corporation is not the surviving corporation or entity, or in
which the Corporation becomes a subsidiary of another
corporation, or upon the sale of substantially all of the
property of the Corporation, both the Plan and the Options issued
thereunder shall terminate, unless a provision is made in
connection with such transaction for (i) the assumption of
Options theretofore granted or (ii) the substitution for such
Option of options of the successor employer corporation or a
parent or subsidiary thereof, with appropriate adjustments as to
the number and kinds of shares and the per share exercise prices.
<PAGE> 9
Upon a business combination by the Corporation or any of its
Subsidiaries with any corporation or other entity through the
adoption of a plan of merger or consolidation or a share exchange
or through the purchase of all or substantially all of the
capital stock or assets of such other corporation or entity, the
Board or the Committee may, in its sole discretion, grant Options
pursuant hereto to all or any persons who, on the effective date
of such transaction, hold outstanding options to purchase
securities of such other corporation or entity and who, on and
after the effective date of such transaction, will become
employees or directors of, or consultants to, the Corporation or
its Subsidiaries. The number of Shares subject to such
substitute Options shall be determined in accordance with the
terms of the transaction by which the business combination is
effected. Notwithstanding the other provisions of this Plan, the
other terms of such substitute Options shall be substantially the
same as or economically equivalent to the terms of the options
for which such Options are substituted, all as determined by the
Board or by the Committee, as the case may be. Upon the grant of
substitute Options pursuant hereto, the options to purchase
securities of such other corporation or entity for which such
Options are substituted shall be canceled immediately.
Issuance of Shares and Compliance with Securities Laws.
Before issuing and delivering any Shares to an Option holder, the
Corporation may: (i) require the holder to give satisfactory
assurances that the Shares are being purchased for investment and
not with a view to resale or distribution, and will not be
transferred in violation of applicable federal and state
securities laws, rules and regulations, including but not limited
to the Securities and Exchange Commission Rule 144, (ii) restrict
the transferability of such Shares and require a legend to be
endorsed on the certificates representing the Shares, as
appropriate to reflect resale restrictions, if any, imposed by
the Committee pursuant to the Option when granted, or as
appropriate to comply with any applicable state or federal
securities laws, rules or regulations, and (iii) condition the
exercise of an Option or the issuance and delivery of Shares upon
the listing, registration or qualification of the Shares covered
by such Option upon a securities exchange or under applicable
securities laws.
Any provision hereof which is inconsistent with Rule 16b-3
under the Securities Exchange Act of 1934, as now or hereafter in
effect, shall be inoperative and shall not affect the validity of
the Plan.
<PAGE> 10
Income Tax Withholding. If the Corporation or its
Subsidiaries shall be required to withhold any amounts by reason
of federal, state or local tax laws, rules or regulations, in
respect of the issuance of Shares pursuant to the exercise of an
Option, the Corporation or such Subsidiary shall be entitled to
deduct and withhold such amounts from any cash payments to be
made to the Option holder. In any event, the holder shall
promptly make available to the Corporation or such Subsidiary,
when requested by the Corporation or such Subsidiary, sufficient
funds to meet the requirements of such withholding, and the
Corporation or such Subsidiary shall be entitled to take and
authorize such steps as it may deem advisable in order to have
such funds made available to the Corporation or such Subsidiary
from any funds or property due or to become due to the holder.
Administration and Amendment of the Plan. Except as
hereinafter provided, the Board of Directors and the Committee
may, (a) at any time, withdraw or, from time to time, amend the
Plan as it relates to the terms and conditions of any Options not
theretofore granted, and (b) from time to time, amend the Plan as
it relates to the terms and conditions of any outstanding Option.
The Board of Directors and the Committee, with the consent of
each adversely affected Option holder may, at any time, withdraw
or cancel any outstanding Option. Notwithstanding the foregoing,
any amendment which would increase the number of Shares issuable
under Options or change the class of employees to whom Options
may be granted, must be adopted by the Board of Directors and
approved by the stockholders of the Corporation within one (1)
year following such amendment.
Determinations of the Committee as to any question which may
arise with respect to the interpretation of the provisions of the
Plan and Options shall be final. The Committee may authorize and
establish such rules, regulations and revisions thereof, not
inconsistent with the provisions of the Plan, as it may deem
advisable to make the Plan and the Options effective or provide
for their administration and may take such other action with
regard to the Plan and Options as it shall deem desirable to
effectuate their purpose.
<PAGE> 11
Effective Date of the Plan. This Plan was adopted and
approved by the Board of Directors of the Corporation, effective
as of the date of such adoption and approval. This Plan was
conditioned upon its approval by the stockholders of the
Corporation within twelve months following its adoption by the
Board of Directors. Such approval occurred on February 22, 1995.
This Plan was subsequently amended and restated by the Board of
Directors effective upon approval of the restatement by the
stockholders of the Corporation, by the vote required under
applicable law, which occurred on March 7, 1996.
The Plan shall remain in full force and effect until the
close of business on December 31, 2004, at which time the right
to grant Options under the Plan shall automatically terminate,
unless the stockholders of the Corporation approve an extension
or renewal of the Plan for such new or additional term agreed
upon by the stockholders. Any options granted before the
termination of the right to grant options under the Plan shall
continue to be governed thereafter by the terms of the Plan.
Severability. If any provision herein shall be held
unlawful or otherwise invalid or unenforceable in whole or in
part, such unlawfulness, invalidity or unenforceability shall not
affect any other provision of the Plan or part thereof, each of
which shall remain in full force and effect. If the making of
any payment required under the Plan shall be held unlawful or
otherwise invalid or unenforceable, such unlawfulness, invalidity
or unenforceability shall not prevent any other payment from
being made under the Plan, and if the making any payment in full,
as required under the Plan, would be unlawful or otherwise
invalid or unenforceable, then such unlawfulness, invalidity or
unenforceability shall not prevent such payment from being made
in part, to the extent that it would not be unlawful, invalid, or
unenforceable, and the maximum payment that would not be
unlawful, invalid or unenforceable shall be made under the Plan.
Governing Law. The Plan and all determinations made and
actions taken hereunder, to the extent not otherwise governed by
the Internal Revenue Code or laws of the United States of
America, shall be governed by the laws of the State of Illinois
and construed accordingly.
<PAGE> 1
EXHIBIT 5
U.S. ROBOTICS CORPORATION
8100 North McCormick Boulevard
Skokie, Illinois 60076-2999
August 30, 1996
U.S. Robotics Corporation
8100 North McCormick Boulevard
Skokie, Illinois 60076-2999
RE: Post-Effective Amendment No. 1 to the 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 Post-Effective Amendment No. 1 to the
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 grant of options by the Company to purchase up to 4,000,000
additional shares of the Company's Common Stock, $.01 par value
per share (the "Common Stock") through the Key Employee Stock
Option Plan of U.S. Robotics Corporation (the "Plan").
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 my satisfaction,
of such corporate and other instruments, documents and records as
I have deemed relevant and necessary to examine for the purpose
of expressing 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 me as originals and the conformity to
authentic original documents of all documents submitted to me as
certified, conformed or reproduced copies.
Based upon and subject to the foregoing, it is my opinion
that the 4,000,000 shares of Common Stock covered by the Post-
Effective Amendment No. 1 to the Registration Statement have been
duly authorized for issuance and, when sold pursuant to the Plan,
will be legally issued, fully paid and non-assessable shares of
Common Stock.
<PAGE> 2
I hereby consent to the filing of this opinion as an exhibit
to the Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 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.
I am admitted to practice law in the State of Illinois and I
express no opinions 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,
/s/ George A. Vinyard
George A. Vinyard
Vice President,
General Counsel
and Secretary
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated November 9, 1995 (except for
Note Q-Subsequent Event as to which the date is December 21,
1995) with respect to the consolidated financial statements and
schedule of U.S. Robotics Corporation included in the Annual
Report on Form 10-K for the year ended October 1, 1995. We
consent to the incorporation by reference of said reports in the
Registration Statement on Form S-8 (No. 33-89702).
/s/ Grant Thornton LLP
GRANT THORNTON LLP
Chicago, Illinois
August 28, 1996
