-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, SwBfbtAKlLJae9vWQOrcReVLLD4l+PN4/Ok8T85PQv5v+6vv/azQ9KAUqDWIutGw jaNSjLYbhiv2Wv5AgvZg9A== 0000891618-95-000429.txt : 19950728 0000891618-95-000429.hdr.sgml : 19950728 ACCESSION NUMBER: 0000891618-95-000429 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950727 EFFECTIVENESS DATE: 19950815 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPRESSION LABS INC CENTRAL INDEX KEY: 0000319085 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 942390960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61349 FILM NUMBER: 95556630 BUSINESS ADDRESS: STREET 1: 2860 JUNCTION AVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4084353000 MAIL ADDRESS: STREET 1: 2860 JUNCTION AVE CITY: SAN JOSE STATE: CA ZIP: 95134 S-8 1 FORM S-8 DATED JULY 27, 1995 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 27, 1995 REGISTRATION NO. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- COMPRESSION LABS, INCORPORATED (Exact name of Registrant as specified in its charter) --------------- DELAWARE 94-2390960 (State or other jurisdiction 2860 JUNCTION AVENUE (I.R.S. Employer of incorporation or organization) SAN JOSE, CA 95134 Identification Number) (408) 435-3000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) --------------- WILLIAM A. BERRY, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER COMPRESSION LABS, INCORPORATED 2860 JUNCTION AVENUE SAN JOSE, CA 95134 (408) 435-3000 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------- 1980 STOCK OPTION PLAN 1984 EMPLOYEE STOCK PURCHASE PLAN 1984 SUPPLEMENTAL STOCK OPTION PLAN (Full Title of Plans) --------------- Copies to: PETER F. STONE, ESQ. JULIA L. DAVIDSON, ESQ. COOLEY GODWARD CASTRO HUDDLESON & TATUM FIVE PALO ALTO SQUARE 3000 EL CAMINO REAL PALO ALTO, CA 94306 (415) 843-5000 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. CALCULATION OF REGISTRATION FEE
=================================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE (1) FEE - --------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value; 700,000 $10.1875 $7,131,250 $2,459.07 =================================================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h)(1). The price per share and aggregate offering price are based upon the average of the high and low sales price of the Registrant's Common Stock on July 21, 1995, as reported on the Nasdaq National Market. ================================================================================ 2 EXPLANATORY NOTE This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 700,000 shares of the Common Stock of Compression Labs, Incorporated (the "Company") to be issued pursuant to the 1980 Stock Option Plan, as amended, the 1984 Supplemental Stock Option Plan, as amended, and the 1984 Employee Stock Purchase Plan, as amended (the "Plans"). The Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the "Commission") relating to the Plans (File Nos. 33-79790, 33-70860 and 33-40405, filed with the Commission on June 6, 1994, October 27, 1993 and May 7, 1991, respectively) are incorporated by reference herein. EXHIBITS
EXHIBIT NUMBER - ------- 5.1 Opinion of Cooley Godward Castro Huddleson & Tatum. 23.1 Consent of independent auditors KPMG Peat Marwick LLP. 23.2 Consent of Cooley Godward Castro Huddleson & Tatum. Reference is made to Exhibit 5.1. 24.1 Power of Attorney. Reference is made to page 2. 99.1 1980 Stock Option Plan, as amended (the "ISO Plan").(1) 99.2 Form of Incentive Stock Option used in connection with the issuance and exercise of options under the ISO Plan.(2) 99.3 1984 Employee Stock Purchase Plan, as amended (the "1984 Purchase Plan").(1) 99.4 Form of Offering and Participation and Payroll Deduction Agreement used in connection with the purchase of Common Stock under the 1984 Purchase Plan.(3) 99.5 1984 Supplemental Stock Option Plan, as amended (the "Supplemental Plan").(1) 99.6 Form of Supplemental Stock Option used in connection with the issuance and exercise of options under the Supplemental Plan.(2)
- --------------- (1) Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 0-13218) and incorporated herein by reference. (2) Filed as an exhibit to the Company's Registration Statement on Form S-8 filed June 6, 1994 (File No. 33-79790) and incorporated herein by reference. (3) Filed as an exhibit to the Company's Registration Statement on Form S-8 filed March 29, 1985 (File No. 2-9628) and incorporated herein by reference. 1. 3 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Jose, State of California, on July 27, 1995. COMPRESSION LABS, INCORPORATED By: /s/ John E. Tyson ---------------------------------- John E. Tyson President, Chairman of the Board, and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John E. Tyson and William A. Berry, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, 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 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 and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. 2. 4 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.
SIGNATURE TITLE DATE /s/ John E. Tyson President, Chief Executive July 27, 1995 ------------------------ Officer and Chairman of the Board (John E. Tyson) of Directors (Principal executive officer) /s/ William A. Berry Senior Vice President, Finance July 27, 1995 ------------------------ and Administration, Chief (William A. Berry) Financial Officer, Secretary and Treasurer (Principal financial and accounting officer) /s/ Arthur G. Anderson Director July 27, 1995 ------------------------ (Arthur G. Anderson) /s/ Robert J. Casale Director July 27, 1995 ------------------------ (Robert J. Casale) /s/ Robert B. Liepold Director July 27, 1995 ------------------------ (Robert B. Liepold) /s/ David A. Wegmann Director July 27, 1995 ------------------------ (David A. Wegmann)
3. 5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER 5.1 Opinion of Cooley Godward Castro Huddleson & Tatum. 23.1 Consent of independent auditors KPMG Peat Marwick LLP. 23.2 Consent of Cooley Godward Castro Huddleson & Tatum. Reference is made to Exhibit 5.1. 24.1 Power of Attorney. Reference is made to page 2. 99.1 1980 Stock Option Plan (the "ISO Plan"). * 99.2 Form of Incentive Stock Option used in connection with the issuance and * exercise of options under the ISO Plan. 99.3 1984 Employee Stock Purchase Plan, as amended (the "1984 Purchase * Plan"). 99.4 Form of Offering and Participation and Payroll Deduction Agreement used * in connection with the purchase of Common Stock under the 1984 Purchase Plan. 99.5 1984 Supplemental Stock Option Plan, as amended (the "Supplemental * Plan"). 99.6 Form of Supplemental Stock Option used in connection with the issuance * and exercise of options under the Supplemental Plan.
- ----------------------------- * Incorporated by reference as indicated on page 1. EX-5.1 2 OPINION OF COOLEY GODWARD CASTRO HUDDLESON & TATUM 1 EXHIBIT 5.1 2 July 27, 1995 Compression Labs, Incorporated 2860 Junction Avenue San Jose, CA 95134 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Compression Labs, Incorporated (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 700,000 shares of the Company's Common Stock, $.001 par value, (the "Shares") pursuant to its 1980 Stock Option Plan, 1984 Employee Stock Purchase Plan, and the 1984 Supplemental Stock Option Plan (the "Plans"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, your Certificate of Incorporation and Bylaws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related Prospectus, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY GODWARD CASTRO HUDDLESON & TATUM By: /s/ PETER F. STONE --------------------------- Peter F. Stone EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS 1 EXHIBIT 23.1 2 Consent of Independent Auditors The Board of Directors Compression Labs, Incorporated: We consent to the use of our reports incorporated herein by reference from the December 31, 1994, annual report on Form 10-K of Compression Labs, Incorporated. /s/ KPMG PEAT MARWICK LLP - ------------------------------- KPMG PEAT MARWICK LLP San Jose, California July 24, 1995 -----END PRIVACY-ENHANCED MESSAGE-----