<PAGE> 1
As filed with the Securities and Exchange Commission on April 23, 1997
Registration No. 333-___________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
DIGITAL GENERATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
California 94-3104772
---------- ----------
(State of Incorporation) (IRS Employer Identification No.)
875 Battery Street
San Francisco, California 94111
(Address of Principal Executive Offices)
--------------
Supplemental Stock Option Plan
1992 Stock Option Plan
1995 Director Option Plan
(Full Titles of the Plans)
--------------
HENRY W. DONALDSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DIGITAL GENERATION SYSTEMS, INC.
875 Battery Street
San Francisco, California 94111
(Name and address of agent for service)
(415) 276-6600
(Telephone number, including area code, of agent for service)
--------------
Copy to
John B. Goodrich, Esq.
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
===============================================================================
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Title of Amount Proposed Proposed
Securities to to be Maximum Offering Maximum Aggregate Amount of
be Registered Registered Price Per Share Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
- Supplemental Stock Option Plan
shares subject to outstanding
options 727,500 $ 4.67(1) $ 3,397,425 $ 1,029.52
shares available for future
grant 22,500 3.94(2) 88,650 26.86
1992 Stock Option Plan 700,000 3.94(2) 2,758,000 835.76
1995 Director Option Plan 25,000 3.94(2) 98,500 29.85
TOTALS 1,475,000 $ 6,342,575 $ 1,921.99
========= =========== ==========
</TABLE>
- ---------------------
(1) Pursuant to Rule 457(h), represents the weighted average price of
outstanding options.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the amount of the registration fee on the basis of 100% of the
average of the high and low price reported in the Nasdaq National Market
on April 22, 1997.
-2-
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
There are hereby incorporated by reference in this registration statement
the following documents and information heretofore filed with the Securities
and Exchange Commission:
1. The registrant's prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933 (the "Securities Act") in connection with the
effectiveness of the registrant's Registration Statement on Form S-1 filed on
December 8, 1995, as amended.
2. The registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act").
3. The description of the registrant's Common Stock contained in the
registrant's Registration Statement on Form 8-A dated January 25, 1996, filed
pursuant to Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, after the date of this registration statement
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 in this
registration statement and to be part hereof from the date of filing such
documents.
Item 4. Description of Securities.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Counsel for the registrant, Wilson Sonsini Goodrich & Rosati, Professional
Corporation, 650 Page Mill Road, Palo Alto, California 94304- 1050, has
rendered an opinion to the effect that the Common Stock offered hereby will,
when issued in accordance with the registrant's Supplemental Stock Option Plan,
be legally and validly issued, fully paid and non-assessable. A member of such
law firm and individual and investment partnerships of which members of such
law firm are partners beneficially own approximately 11,032 shares of the
registrant's Common Stock. In addition, such member holds an option to
purchase 2,500 shares of Common Stock at $7.00 per share under the registrant's
1992 Stock Option Plan.
-3-
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended. The
registrant's Articles of Incorporation, as amended, limit the liability of the
registrant's directors for monetary damages arising from breach of their
fiduciary duty, except to the extent otherwise required by the California
Corporations Code. Article VI of the registrant's Bylaws provides for
indemnification of the registrant's directors, officers, employees, and other
agents to the maximum extent permitted by the California Corporations Code.
Kevin Compton has been indemnified by the various Kleiner Perkins Caufield
& Byers investment partnerships and Jeffrey M. Drazan has been indemnified by
the various Sierra Ventures investment partnerships that hold shares of the
registrant's stock in connection with liabilities incurred in their capacities
as directors of the registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number
--------
<S> <C>
4.1 Supplemental Stock Option Plan(1)
4.2 Form of Nonstatutory Stock Option Agreement
4.3 1992 Stock Option Plan(2)
4.4 1995 Director Option Plan(3)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 6)
</TABLE>
(1) Incorporated by reference to Exhibit 10.24 filed with the registrant's
Quarterly Report on Form 10-Q filed November 13, 1996.
(2) Incorporated by reference to Exhibit 10.1 filed with the registrant's
Annual Report on Form 10-K filed March 18, 1997.
(3) Incorporated by reference to Exhibit 10.3 filed with the registrant's
Annual Report on Form 10-K filed March 18, 1997.
-4-
<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 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.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
-5-
<PAGE> 6
SIGNATURES
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 City of San Francisco, State of California, on April 23,
1997.
DIGITAL GENERATION SYSTEMS, INC.
By: /s/ Thomas P. Shanahan
----------------------------
Thomas P. Shanahan,
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Henry W. Donaldson and Thomas P.
Shanahan, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of such
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
-6-
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/HENRY W. DONALDSON President, Chief Executive Officer April 23, 1997
------------------------------------ and Director
Henry W. Donaldson (Principal Executive Officer)
/S/THOMAS P. SHANAHAN Chief Financial Officer April 23, 1997
------------------------------------ (Principal Financial and Accounting
Thomas P. Shanahan Officer)
/S/KEVIN R. COMPTON Director April 23, 1997
------------------------------------
Kevin R. Compton
/S/JEFFREY M. DRAZAN Director April 23, 1997
------------------------------------
Jeffrey M. Drazan
/S/RICHARD H. HARRIS Director April 23, 1997
------------------------------------
Richard H. Harris
/S/LEONARD S. MATTHEWS Director April 23, 1997
------------------------------------
Leonard S. Matthews
</TABLE>
-7-
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number DESCRIPTION
- -------- ---------------------------------------------------------------------
<S> <C>
4.1 Supplemental Stock Option Plan(1)
4.2 Form of Nonstatutory Stock Option Agreement
4.3 1992 Stock Option Plan(2)
4.4 1995 Director Option Plan(3)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 6)
</TABLE>
(1) Incorporated by reference to Exhibit 10.24 filed with the registrant's
Quarterly Report on Form 10-Q filed November 13, 1996.
(2) Incorporated by reference to Exhibit 10.1 filed with the registrant's
Annual Report on Form 10-K filed March 18, 1997.
(3) Incorporated by reference to Exhibit 10.3 filed with the registrant's
Annual Report on Form 10-K filed March 18, 1997.
<PAGE> 1
EXHIBIT 4.2
DIGITAL GENERATION SYSTEMS, INC.
SUPPLEMENTAL STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Supplemental
Stock Option Plan (the "Plan") shall have the same defined meanings in this
Option Agreement.
I. NOTICE OF STOCK OPTION GRANT
(name)
____________________________________________________
____________________________________________________
You have been granted a Nonstatutory Stock Option to purchase Common
Stock of the Company, subject to the terms and conditions of the Plan and this
Option Agreement, as follows:
Grant Date (grant date)
Vesting Commencement Date (vest commence date)
Exercise Price per Share $(price)
Total Number of Shares Granted (shares)
Total Exercise Price $(total price)
Term/Expiration Date: (expiration date)
Vesting Schedule:
This Option may be exercised, in whole or in part, in accordance with
the following schedule:
25% of the Shares subject to the Option on the first anniversary of the
Vesting Commencement Date, and 1/36 of the remaining Shares subject to the
Option at the end of each month thereafter.
<PAGE> 2
Termination Period:
This Option may be exercised for thirty days after termination of the
Optionee's Continuous Status as an Employee or Consultant. Upon the death or
Disability of the Optionee, this Option may be exercised for such longer period
as provided in the Plan. In the event of the Optionee's change in status from
Employee to Consultant or Consultant to Employee, this Option Agreement shall
remain in effect. In no event shall this Option be exercised later than the
Term/Expiration Date as provided above.
II. AGREEMENT
1. Grant of Option. The Plan Administrator of the Company hereby
grants to the Optionee named in the Notice of Grant attached as Part I of this
Agreement (the "Optionee") an option (the "Option") to purchase the number of
Shares, as set forth in the Notice of Grant, at the exercise price per share
set forth in the Notice of Grant (the "Exercise Price"), subject to the terms
and conditions of the Plan, which is incorporated herein by reference. Subject
to Section 15(b) of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Option Agreement,
the terms and conditions of the Plan shall prevail.
2. Exercise of Option.
(a) Right to Exercise. This Option is exercisable during its
term in accordance with the vesting schedule set out in the Notice of Grant and
the applicable provisions of the Plan and this Option Agreement. In the event
of Optionee's death, Disability or other termination of Optionee's employment
or consulting relationship, the exercisability of the Option is governed by the
applicable provisions of the Plan and this Option Agreement.
(b) Method of Exercise. This Option is exercisable by
delivery of an exercise notice, in the form attached as Exhibit A (the
"Exercise Notice"), which shall state the election to exercise the Option, the
number of Shares in respect of which the Option is being exercised (the
"Exercised Shares"), and such other representations and agreements as may be
required by the Company pursuant to the provisions of the Plan. The Exercise
Notice shall be signed by the Optionee and shall be delivered in person or by
certified mail to the Secretary of the Company. The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares. This Option shall be deemed to be exercised upon receipt by the
Company of such fully executed Exercise Notice accompanied by such aggregate
Exercise Price.
No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with all relevant provisions of law
and the requirements of any stock exchange or quotation service upon which the
Shares are then listed. Assuming such compliance, for income tax purposes the
Exercised Shares shall be considered transferred to the Optionee on the date
the Option is exercised with respect to such Exercised Shares.
<PAGE> 3
3. Method of Payment. Payment of the aggregate Exercise Price shall
be by any of the following, or a combination thereof, at the election of the
Optionee:
(a) cash; or
(b) check; or
(c) surrender of other Shares which (i) in the case of Shares
acquired upon exercise of an option, have been owned by the Optionee for more
than six (6) months on the date of surrender, AND (ii) have a Fair Market Value
on the date of surrender equal to the aggregate Exercise Price of the Exercised
Shares.
4. Non-Transferability of Option. This Option may not be
transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by the
Optionee. The terms of the Plan and this Option Agreement shall be binding
upon the executors, administrators, heirs, successors and assigns of the
Optionee.
5. Term of Option. This Option may be exercised only within the
term set out in the Notice of Grant, and may be exercised during such term only
in accordance with the Plan and the terms of this Option Agreement.
6. Tax Consequences. Some of the federal and California tax
consequences relating to this Option, as of the date of this Option, are set
forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
(a) Exercising the Option.
Nonstatutory Stock Option ("NSO"). The Optionee may incur
regular federal income tax and California income tax liability upon exercise of
an NSO. The Optionee will be treated as having received compensation income
(taxable at ordinary income tax rates) equal to the excess, if any, of the Fair
Market Value of the Exercised Shares on the date of exercise over their
aggregate Exercise Price. If the Optionee is an Employee or a former Employee,
the Company will be required to withhold from his or her compensation or
collect from Optionee and pay to the applicable taxing authorities an amount in
cash equal to a percentage of this compensation income at the time of exercise,
and may refuse to honor the exercise and refuse to deliver Shares if such
withholding amounts are not delivered at the time of exercise.
(b) Disposition of Shares.
NSO. If the Optionee holds NSO Shares for at least one
year, any gain realized on disposition of the Shares will be treated as
long-term capital gain for federal income tax purposes.
-3-
<PAGE> 4
7. Entire Agreement; Governing Law. The Plan and this Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee's interest except by
means of a writing signed by the Company and Optionee. This agreement is
governed by California law except for that body of law pertaining to conflict
of laws.
8. NO GUARANTEE OF EMPLOYMENT. OPTIONEE ACKNOWLEDGES AND AGREES
THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE
COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR
PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS AN EMPLOYEE OR CONSULTANT FOR THE VESTING PERIOD, FOR
ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE
COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTING RELATIONSHIP
AT ANY TIME, WITH OR WITHOUT CAUSE.
-4-
<PAGE> 5
By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement. Optionee
has reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and this Option
Agreement. Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions
relating to the Plan and this Option Agreement. Optionee further agrees to
notify the Company upon any change in the residence address indicated below and
to obtain and deliver to the Company a copy of the attached Consent of Spouse
signed by any current or future spouse of the Optionee promptly after signing
this Option Agreement, marrying, or re-marrying, as the case may be.
OPTIONEE: DIGITAL GENERATION SYSTEMS, INC.
____________________________________ By: _________________________________
(name)
Title: ______________________________
____________________________________
Residence Address
____________________________________
-5-
<PAGE> 6
CONSENT OF SPOUSE
The undersigned spouse of Optionee has read and hereby approves the
terms and conditions of the Plan and this Option Agreement. In consideration
of the Company's granting his or her spouse the right to purchase Shares as set
forth in the Plan and this Option Agreement, the undersigned hereby agrees to
be irrevocably bound by the terms and conditions of the Plan and this Option
Agreement and further agrees that any community property interest shall be
similarly bound. The undersigned hereby appoints the undersigned's spouse as
attorney-in-fact for the undersigned with respect to any amendment or exercise
of rights under the Plan or this Option Agreement.
_______________________________________
Spouse of Optionee
<PAGE> 7
EXHIBIT A
SUPPLEMENTAL STOCK OPTION PLAN
EXERCISE NOTICE
Digital Generation Systems, Inc.
875 Battery Street
Second Floor
San Francisco, CA 94111
Attention: Secretary
1. Exercise of Option. Effective as of today, ________________,
19___, the undersigned ("Purchaser") hereby elects to purchase ______________
shares (the "Exercised Shares") of the Common Stock of Digital Generation
Systems, Inc. (the "Company") under and pursuant to the Supplemental Stock
Option Plan (the "Plan") and the Nonstatutory Stock Option Agreement dated
______________, 19___ (the "Option Agreement"). The purchase price for the
Exercised Shares shall be $_________, as required by the Option Agreement.
2. Delivery of Payment. Purchaser herewith delivers to the Company
the full purchase price for the Exercised Shares.
3. Representations of Purchaser. Purchaser acknowledges that
Purchaser has received, read and understood the Plan and the Option Agreement
and agrees to abide by and be bound by their terms and conditions.
4. Rights as Shareholder. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Exercised
Shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Exercised Shares, notwithstanding
the exercise of the Option. A share certificate for the number of Exercised
Shares so acquired shall be issued to the Optionee as soon as practicable after
exercise of the Option. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the stock certificate is
issued, except as provided in the Plan.
5. Tax Consultation. Purchaser understands that Purchaser may
suffer adverse tax consequences as a result of Purchaser's purchase or
disposition of the Shares. Purchaser represents that Purchaser has consulted
with any tax consultants Purchaser deems advisable in connection with the
purchase or disposition of the Exercised Shares and that Purchaser is not
relying on the Company for any tax advice.
6. Entire Agreement; Governing Law. The Plan and Option Agreement
are incorporated herein by reference. This Exercise Notice, the Plan and the
Option Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Purchaser with respect to the
subject matter hereof, and may not be modified adversely to the Purchaser's
interest except by means of a writing signed by the Company and Purchaser.
This Exercise Notice is governed by California law except for that body of law
pertaining to conflict of laws.
<PAGE> 8
Submitted by: Accepted by:
PURCHASER: DIGITAL GENERATION SYSTEMS, INC.
_________________________________ By: _________________________________
Signature
_________________________________ Its: ________________________________
Print Name
Address: Address:
_________________________________ 875 Battery Street
Second Floor
_________________________________ San Francisco, CA 94111
-2-
<PAGE> 1
EXHIBIT 5.1
April 23, 1997
DIGITAL GENERATION SYSTEMS, INC.
875 Battery Street
Second Floor
San Francisco, CA 94111
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about April 23, 1997 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 750,000 shares of your Common Stock
reserved for issuance under the Supplemental Stock Option Plan, 700,000 shares
of your Common Stock reserved for issuance under the 1992 Stock Option Plan,
and 25,000 shares of your Common Stock reserved for issuance under the 1995
Director Option Plan (the "Plans"). As your legal counsel, we have examined
the proceedings taken and proposed to be taken in connection with the issuance,
sale, and payment of consideration for the shares to be issued under the Plans.
It is our opinion that, when issued and sold in the manner referred to in
the Plans and pursuant to the agreements which accompany the Plans, the shares
will be legally and validly issued, fully paid, and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
By: /S/ JOHN B. GOODRICH
---------------------------------
John B. Goodrich
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration Statement of our
report (dated January 28, 1997 included in Digital Generation Systems, Inc.
Form 10-K for the year ended December 31, 1996) and to all references to our
firm included in this registration statement.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
San Jose, California
April 23, 1997
