-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M6gm28FUiK89J/QypiqBdBepehOsMfJjRiSft9rR5Zn7PZF/gpm+Vmon2wamsk/+ VSSv4Z+HAUdlmk5YDhfv6g== 0000891618-98-003047.txt : 19980626 0000891618-98-003047.hdr.sgml : 19980626 ACCESSION NUMBER: 0000891618-98-003047 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980625 EFFECTIVENESS DATE: 19980625 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SDL INC CENTRAL INDEX KEY: 0000934741 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770331449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-57683 FILM NUMBER: 98653930 BUSINESS ADDRESS: STREET 1: 80 ROSE ORCHARD WAY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089439411 MAIL ADDRESS: STREET 1: 80 ROSE ORCHARD WAY CITY: SAN JOSE STATE: CA ZIP: 95134 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on June 22, 1998 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONTAINING A REOFFER PROSPECTUS ON FORM S-3 ---------- 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 1995 EMPLOYEE STOCK PURCHASE PLAN (Full Title of the Plans) Vincent A. McCord 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
========================================================================================================== CALCULATION OF REGISTRATION FEE ========================================================================================================== TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING PRICE REGISTRATION FEE REGISTERED REGISTERED PER SHARE (1) (1) - ---------------------------------------------------------------------------------------------------------- Common Stock, 2,280,408 $19.8125 $45,180,584 $13,328 $0.001 par value ==========================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933. Exhibit Index Located on page II-6. 2 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 Nos. 33-90848 and 33-92200 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 for the fiscal year ended January 2, 1998, filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"). 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. II-2 3 ITEM 8. EXHIBITS.
Exhibit No. Description - ----------- ----------- 4.1 Form of Registrant's Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (Commission File No. 33-87752) which became effective on March 15, 1995 (the "Registration Statement")). 4.2 Form of Registrant's Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registration Statement). 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 (see page II-8). 24.1 Power of Attorney (see page II-4).
II-3 4 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 June 24, 1998. SDL, Inc. By /s/ Donald R. Scifres -------------------------------------- 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 Vincent A. McCord, 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.
Signature Capacity Date - --------- -------- ---- /s/ Donald R. Scifres Chairman of the Board, June 17, 1998 - ----------------------------- Chief Executive Officer Donald R. Scifres and President (Principal Executive Officer) and Director /s/ Vincent A. McCord Vice President, Finance and June 19, 1998 - ---------------------------- Chief Financial Officer Vincent A. McCord (Principal Financial and Accounting Officer)
II-4 5
Signature Capacity Date - --------- -------- ---- /s/ John P. Melton Director June 19, 1998 - ----------------------------- John P. Melton /s/ Keith B. Geeslin Director June 19, 1998 - ----------------------------- Keith B. Geeslin Director June___, 1998 - ----------------------------- Anthony B. Holbrook /s/ Mark B. Myers Director June 22, 1998 - ----------------------------- Mark B. Myers Director June___, 1998 - ----------------------------- Frederic N. Schwettmann
II-5 6 INDEX TO EXHIBITS
Exhibit Number Document ------ -------- 4.1 Form of Registrant's Restated Certificate of Incorporation, of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (Commission File No. 33-87752) which became effective on March 15, 1995 (the "Registration Statement")). 4.2 Form of Registrant's Restated Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registration Statement). 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 (see page II-8). 24.1 Power of Attorney (see pages II-4).
II-6 EX-5.1 2 OPINION OF MORRISON & FOERSTER LLP 1 EXHIBIT 5.1 June 24, 1998 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 June 24, 1998 (the "Registration Statement"), relating to the registration under the Securities Act of 1933, as amended, of 2,280,408 shares of the Company's Common Stock (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 II-7 EX-23.2 3 CONSENT OF ERNST & YOUNG LLP 1 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. of our report dated January 30, 1998 with respect to the Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission. San Jose, California June 24, 1998 II-8 -----END PRIVACY-ENHANCED MESSAGE-----