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As filed with the Securities and Exchange Commission on August 11, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SDL, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 77-0331449
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
80 Rose Orchard Way
San Jose, California 95134-1365
(Address of Principal Executive Office, Including Zip Code)
SDL, INC. 1995 STOCK OPTION PLAN
SDL, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
Michael L. Foster
Vice President, Finance and Chief Financial Officer
SDL, Inc.
80 Rose Orchard Way
San Jose, California 95134-1365
(Name and Address of Agent for Service)
(408) 943-9411
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
William D. Sherman, Esq.
Morrison & Foerster
755 Page Mill Road
Palo Alto, California 94304
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CALCULATION OF REGISTRATION FEE
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PROPOSED
TITLE OF MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE
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<S> <C> <C> <C> <C>
Common Stock, 2,028,594 (2) $68.09 $138,126,965.46 $38,399
$0.001 par
value
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) and (c) under the Securities Act of 1933, as
amended, based upon the average of the high and low prices of SDL, Inc. Common
Stock reported on the Nasdaq National Market on August 4, 1999.
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In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
(2) Gives effect to the two-for-one stock split, effected in the form of a
stock dividend, declared on March 24, 1999, with a record date of May 14,
1999, and a payment date of June 2, 1999.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration Statement
the following documents and information previously filed with the Securities and
Exchange Commission (the "Commission"):
1. The contents of the Registrant's Registration Statements on Form S-8,
Commission File No. 33-90848, 33-92200 and 333-57683, including exhibits
thereto, are hereby incorporated by reference into this Registration Statement,
except as the same may be modified by the information set forth herein.
2. The Registrant's Annual Report on Form 10-K and 10-K/A for the year
ended December 31, 1998, filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act").
3. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999 and June 30, 1999.
4. The Registrant's current reports on Form 8-K each dated as of May 18,
1999 filed with the SEC on June 2, 1999 and June 29, 1999, respectively.
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4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on March
31, 1995.
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 hereby 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 a part hereof from the date of filing of such
documents.
ITEM 8. EXHIBITS.
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Exhibit No. Description
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5.1 Opinion of Morrison & Foerster.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Arthur Andersen, Independent Auditors.
24.1 Power of Attorney (see signature page).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, SDL, Inc. 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 Jose, California, on August 11, 1999.
SDL, Inc.
By: /s/ Donald R. Scifres
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Donald R. Scifres
Chairman of the Board,
Chief Executive Officer and
President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Donald R. Scifres and Michael L. Foster, and each of them, as his
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any amendment to this Registration Statement and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting to said attorneys-in-fact, 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 connection therewith, 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 or any of them, or their or his
substitute or substitutes, 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 by the following persons in the
capacities and on the date indicated.
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Signature Capacity Date
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/s/ Donald R. Scifres Chairman of the Board, August 11, 1999
- --------------------- Chief Executive Officer
Donald R. Scifres and President
(Principal Executive
Officer) and Director
/s/ Michael L. Foster Vice President, Finance August 11, 1999
- --------------------- and Chief Financial
Michael L. Foster Officer
(Principal Financial
and Accounting Officer)
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Signature Capacity Date
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/s/ Keith B. Geeslin Director August 11, 1999
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Keith B. Geeslin
/s/ Anthony B. Holbrook Director August 11, 1999
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Anthony B. Holbrook
/s/ Mark B. Myers Director August 11, 1999
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Mark B. Myers
/s/ Frederic N. Schwettmann Director August 11, 1999
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Frederic N. Schwettmann
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INDEX TO EXHIBITS
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Exhibit
Number Document
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5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Arthur Andersen, Independent Auditors.
24.1 Power of Attorney (see signature page).
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EXHIBIT 5.1
August 11, 1999
SDL, Inc.
80 Rose Orchard Way
San Jose, California 95134-1365
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed
by SDL, Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission on August 11, 1999 (the "Registration Statement"), relating
to the registration under the Securities Act of 1933, as amended, of 2,028,594
shares of the Company's Common Stock, $0.001 par value (the "Shares"). The
Shares are reserved for issuance pursuant to the Company's 1995 Stock Option
Plan and 1995 Employee Stock Purchase Plan. As counsel to the Company, we have
examined the proceedings taken by the Company in connection with the
registration of the Shares.
It is our opinion that the Shares, when issued and sold in the
manner described in the Registration Statement and the related Prospectus, will
be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to us in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ Morrison & Foerster LLP
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Morrison & Foerster LLP
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1995 Stock Option Plan and 1995 Employee Stock Purchase
Plan of SDL, Inc. our reports dated January 29, 1999, with respect to the
consolidated financial statements of SDL, Inc. incorporated by reference in its
Annual Report (Form 10-K/A) for the year ended December 31, 1998 and the related
financial statement schedule included therein, and our report dated January 29,
1999 (except Note 16, as to which the date is May 14, 1999 and except for
paragraph 4 of Note 1 and Note 17, as to which the date is May 18, 1999) with
respect to the supplemental consolidated financial statements and schedule of
SDL, Inc. included in its Current Report on Form 8-K dated May 18, 1999, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
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Ernst & Young LLP
San Jose, California
August 6, 1999
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EXHIBIT 23.3
CONSENT OF ARTHUR ANDERSEN, INDEPENDENT AUDITORS
As independent auditors, we hereby consent to the incorporation by reference in
the Registration Statement (Form S-8) pertaining to the 1995 Stock Option Plan
and 1995 Employee Stock Purchase Plan of SDL, Inc. of our report dated 15
December 1998, with respect to the consolidated financial statements of IOC
International plc as at 30 September 1998 and 1997 and for the three years ended
30 September 1998 included in SDL, Inc.'s Current Report on Form 8-K dated May
18, 1999, filed with the Securities and Exchange Commission. It should be noted
that we have not audited any financial statements of IOC International plc
subsequent to 30 September 1998 or performed any audit procedures subsequent to
the date of our report.
/s/ Arthur Andersen
Chartered Accountants
Cambridge England
6 August, 1999
