-----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, SFKLBbl8IW1eHlYYF7WlEuSnnDufTrJQYYAug8pq+5WNpCjxsGaKPCHbLXMTFVFA FF1APaT58ZXaaaIbyg/ifA== /in/edgar/work/20000802/0000891618-00-004186/0000891618-00-004186.txt : 20000921 0000891618-00-004186.hdr.sgml : 20000921 ACCESSION NUMBER: 0000891618-00-004186 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20000802 EFFECTIVENESS DATE: 20000802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SDL INC CENTRAL INDEX KEY: 0000934741 STANDARD INDUSTRIAL CLASSIFICATION: [3674 ] IRS NUMBER: 770331449 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42898 FILM NUMBER: 684811 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 s-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on August 3, 2000 Registration No. 333- ================================================================================ 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
========================================================================================================================= CALCULATION OF REGISTRATION FEE ========================================================================================================================= PROPOSED MAXIMUM TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER PROPOSED MAXIMUM AGGREGATE AMOUNT OF BE REGISTERED REGISTERED SHARE(1) OFFERING PRICE(1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.001 par value 4,474,300 $346.69 $1,551,183,881 $409,512 - -------------------------------------------------------------------------------------------------------------------------
(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 July 28, 2000. 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 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, 333-57683 and 333-84921, 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 year ended December 31, 1999, filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"). 3. The Registrant's Quarterly Report on Form 10-Q for the quarters ended March 31, and June 30, 2000. 4. The Registrant's current reports on Form 8-K: o SDL's current reports on Form 8-K and Form 8-K/A each dated as of March 8, 2000, filed with the SEC on March 21, 2000 and May 22, 2000; o SDL's current reports on Form 8-K and Form 8-K/A each dated as of April 3, 2000, filed with the SEC on April 11, 2000 and June 16, 2000; o SDL's current report on Form 8-K dated as of June 2, 2000, filed with the SEC on June 14, 2000; and o SDL's current report on Form 8-K dated as of July 10, 2000, filed with the SEC on July 11, 2000. 5. 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. 3 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.
Exhibit No. Description - ----------- ----------- 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, Chartered Accountants 23.4 Consent of Arthur Andersen, Chartered Accountants 23.5 Consent of Grant Thornton LLP 24.1 Power of Attorney (see signature page)
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 August 2, 2000. 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 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.
Signature Capacity Date - --------- -------- ---- /s/ DON SCIFRES Chairman of the Board, August 2, 2000 - ------------------------------ Chief Executive Officer Donald R. Scifres and President (Principal Executive Officer) and Director /s/ MIKE FOSTER Vice President, Finance and August 2, 2000 - ----------------------------- Chief Financial Officer Michael L. Foster (Principal Financial and Accounting Officer)
5
Signature Capacity Date - --------- -------- ---- /s/ KEITH GEESLIN Director August 2, 2000 - ----------------------------- Keith B. Geeslin /s/ ANTHONY HOLBROOK Director August 2, 2000 - ------------------------------ Anthony B. Holbrook /s/ MARK MEYERS Director August 2, 2000 - ----------------------------- Mark B. Myers /s/ FREDRIC SCHWETTMANN Director August 2, 2000 - ------------------------------- Frederic N. Schwettmann
6 INDEX TO EXHIBITS
Exhibit No. Description - ----------- ----------- 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, Chartered Accountants 23.4 Consent of Arthur Andersen, Chartered Accountants 23.5 Consent of Grant Thornton LLP 24.1 Power of Attorney (see signature page)
EX-5.1 2 ex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 August 2, 2000 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 2, 2000 (the "Registration Statement"), relating to the registration under the Securities Act of 1933, as amended, of 4,474,300 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 EX-23.2 3 ex23-2.txt EXHIBIT 23.2 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. our reports dated January 27, 2000, except for the fifth paragraph of Note 9 and the first paragraph of Note 13, as to which the date is March 27, 2000, with respect to the consolidated financial statements of SDL, Inc. in its Annual Report (Form 10-K) for the year ended December 31, 1999 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Jose, California August 2, 2000 EX-23.3 4 ex23-3.txt EXHIBIT 23.3 1 EXHIBIT 23.3 CONSENT OF ARTHUR ANDERSEN, 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 Purchase Plan of SDL, Inc. our report dated 15 December, 1998, with respect to the consolidated financial statements of IOC International plc as at 30 September 1998 and for each of the two years in the period ended 30 September 1998 incorporated by reference in SDL, Inc's Annual Report (Form 10K) for the year ended 31 December, 1999, filed with the Securities and Exchange Commission. /s/ Arthur Andersen, Chartered Accountants Cambridge England July 28, 2000 EX-23.4 5 ex23-4.txt EXHIBIT 23.4 1 EXHIBIT 23.4 CONSENT OF ARTHUR ANDERSEN, INDEPENDENT ACCOUNTANTS As independent public accountants we hereby consent to the incorporation by reference in the Registration Statement Form (S-8) dated 2 August 2000 pertaining to the 1995 Stock Option Plan and the 1995 Employee Stock Purchase Plan, of our report dated April 6, 2000 with respect to the financial statements of SDL Queensgate Limited included in the Current Report (Form 8-K/A) of SDL, Inc. filed May 22, 2000. /s/ ARTHUR ANDERSEN - --------------------- Chartered Accountants Reading, England 2 August, 2000 EX-23.5 6 ex23-5.txt EXHIBIT 23.5 1 EXHIBIT 23.5 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated January 28, 2000, accompanying the financial statements of Veritech Microwave, Inc., as of December 31, 1999 and 1998 and for each of the three years in the period ended December 31, 1999, included in the Current Report on Form 8-K/A of SDL, Inc. dated April 3, 2000 filed with the Securities and Exchange Commission on June 16, 2000, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report. /s/ GRANT THORNTON LLP Edison, New Jersey July 31, 2000 -----END PRIVACY-ENHANCED MESSAGE-----