This Registration Statement consists of 9 pages.
As filed with the Securities and Exchange Commission on November 5, 1996
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------
OPAL, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 3828 04-2962212
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
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OPAL, INC., 3203 SCOTT BOULEVARD, SANTA CLARA, CA 95054
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive office)
--------------------
OPAL, INC. EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)
--------------------
Israel Niv
Opal, Inc.
3203 Scott Boulevard
Santa Clara, CA 95054
(Name and Address of Agent for Service)
(408) 727-6060
(Telephone Number, Including Area Code, of Agent for Service)
--------------------
with a copy to:
THOMAS P. STORER
Goodwin, Procter & Hoar
Exchange Place
Boston MA 02109-2881
(617) 570-1000
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per aggregate offering registration fee
share price
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<S> <C> <C> <C> <C>
Common Stock, 249,000 $9.75(2) $3,464,935.13 $1,049.98
$.01 par value 123,843 $8.375(3)
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Total 372,843 ---- $3,464,935.13 $1,049.98
=====================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
option plan in the event of a stock dividend, reverse stock split,
split-up, recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(h) under the Securities Act,
solely for the purpose of determining the amount of the registration fee
and is based upon the price at which outstanding options may be exercised.
(3) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act solely for the purpose of determining the amount of the registration
fee and is based upon the market value of outstanding shares of the
Company's common stock on October 30, 1996, utilizing the average of the
high and low sale prices reported on The Nasdaq Stock Market on that date.
<PAGE>
Explanatory Note
This Registration Statement on Form S-8 relates to shares of the common
stock, par value $.01 per share (the "Common Stock"), of Opal, Inc. (the
"Company") which may be issued under the Company's Employee Stock Option Plan,
as amended (the "Plan"). The Company hereby incorporates by reference the
contents of the registration statement on Form S-8, File No. 33-95312, filed
with the Securities and Exchange Commission on August 1, 1995, covering 827,157
shares of Common Stock which may be issued pursuant to the Plan and 93,001
shares of Common Stock which may be issued pursuant to a prior Stock Option
Plan.
Item 8. Exhibits.
(a) The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibit
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities
being registered.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).
23.2 Consent of Price Waterhouse L.L.P., Independent Accountants.
24.1 Powers of Attorney (included in Part II of this registration statement).
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Clara, State of
California on the 31 day of October, 1996.
OPAL, INC.
By: /s/ Henry Schwarzbaum
Name: Henry Schwarzbaum
Title: Vice President of Finance
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Henry Schwarzbaum and Helene Kamm, and each of
them, as his or her true and lawful attorney-in-fact and agent, with full power
of substitution, for him or her and in his or her name, place and stead, in any
and all capacities to sign any or all amendments or post-effective amendments to
this registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his or her substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the registrant in the capacities and on the dates indicated.
Signature Title Date
------------ ------- ------
/s/ Rafi Yizhar Director, President and October 31, 1996
- --------------------- Chief Executive Officer
Rafi Yizhar (Principal Executive Officer)
/s/ Henry Schwarzbaum Vice President of Finance, October 31, 1996
- --------------------- Chief Financial Officer
Henry Schwarzbaum and Secretary (Principal
Financial Officer and
Principal Accounting Officer)
/s/ Meir Ben-Shoshan Director September 30, 1996
- ---------------------
Meir Ben-Shoshan
/s/ Robert Brill Director October 31, 1996
- ---------------------
Robert Brill
/s/ Mendy Erad Director September 30, 1996
- ---------------------
Mendy Erad
2
<PAGE>
/s/ Uzia Galil Director October 31, 1996
- ---------------------
Uzia Galil
/s/ Zvi Lapidot Director October 31, 1996
- ---------------------
Zvi Lapidot
/s/ Dan Maydan Director October 31, 1996
- ---------------------
Dan Maydan
/s/ Amram Rasiel Director October 31, 1996
- ---------------------
Amram Rasiel
/s/ Israel Niv Director October 31, 1996
- ---------------------
Israel Niv
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page*
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of
the securities being registered.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).
23.2 Consent of Price Waterhouse L.L.P., Independent Accountants.
24.1 Powers of Attorney (included in Part II of this registration
statement).
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* Refers to sequentially numbered copy.
303342.c2
4
EXHIBIT 5.1
GOODWIN, PROCTER & HOAR LLP
Counsellors at Law
Exchange Place
Boston, MA 02109-2881
October 24, 1996
Opal, Inc.
3203 Scott Boulevard
Santa Clara, CA 95054
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), of 372,843 shares
(the "Shares") of common stock, par value $.01 per share ("Common Stock"), of
Opal, Inc., a Delaware corporation (the "Company").
In connection with rendering this opinion, we have examined the Amended and
Restated Certificate of Incorporation and the Amended and Restated Bylaws of the
Company; such records of the corporate proceedings of the Company as we deemed
material; a registration statement on Form S-8 under the Securities Act relating
to the Shares (the "Registration Statement") and the prospectus relating thereto
(the "Prospectus"), the Opal, Inc. Employee Stock Option Plan, and such other
certificates, receipts, records and documents as we considered necessary for the
purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America, the Commonwealth of Massachusetts and the
Delaware General Corporation Law.
Based upon the foregoing, we are of the opinion that when the Shares have
been issued and paid for in accordance with the terms of the Prospectus, the
Shares will be legally issued, fully paid and nonassessable shares of the
Company's Common Stock.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
303343.c1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Opal, Inc. of our report dated January 26, 1996,
which appears on page 23 of the Annual Report on Form 10-K for the year ended
December 31, 1995.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
San Jose, California
November 4, 1996
327444.c1
