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As filed with the Securities and Exchange Commission on July 31, 1996
Registration No. 333- ______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RESOUND CORPORATION
(Exact name of Registrant as specified in its charter)
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CALIFORNIA 77-0019588
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
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220 SAGINAW DRIVE
SEAPORT CENTRE
REDWOOD CITY, CALIFORNIA 94063
(415) 780-7800
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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1988 STOCK OPTION PLAN
1992 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
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PETER RIEPENHAUSEN
President and Chief Executive Officer
ReSound Corporation
220 Saginaw Drive
Seaport Centre
Redwood City, California 94063
(415) 780-7800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
ELIAS J. BLAWIE, ESQ.
LAURA A. GORDON, ESQ.
VENTURE LAW GROUP
A PROFESSIONAL CORPORATION
2800 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
(415) 854-4488
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CALCULATION OF REGISTRATION FEE
===================================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Aggregate Offering Registration
Registered Registered Per Share Price Fee
===================================================================================================================
Common Stock, $.01
par value......... 1,200,000 shares(1) $10.88(2) $13,056,000.00 $4,502.07
Common Stock, $.01
par value......... 200,000(1) $ 9.25(3) $ 1,850,000.00 $ 637.93
Total...... 1,400,000 $14,906,000.00 $5,140.00
===================================================================================================================
(1) Excludes all shares previously registered under Registrant's 1988 Stock
Option Plan and 1992 Employee Stock Purchase Plan on Form S-8
(Registration No. 33-61302, Registration No. 33-80874 and Registration No.
33-94272).
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the total registration fee.
Computation based upon the closing price of the Common Stock as reported
in the Nasdaq National Market on July 26, 1996 because the price at which
options to be granted in the future may be exercised is not currently
determinable.
(3) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the total registration fee.
Computation based upon the closing price of the Common Stock as
reported in the Nasdaq National Market on July 26, 1996, multiplied by
85%, which is the percentage of the trading purchase price applicable
to purchases under the 1992 Employee Stock Purchase Plan.
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The contents of the Registrant's Form S-8 Registration Statement
(Registration No. 33-61302) filed April 20, 1993, as amended by Post-Effective
Amendment No. 1 to S-8 Registration Statement filed October 31, 1994 are hereby
incorporated by reference.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
Exhibit
Number Document
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4.1 1988 Stock Option Plan, as amended to date, and forms
of option agreements for use with plan.
4.2 1992 Employee Stock Purchase Plan, as amended to
date.
5.1 Opinion of Counsel as to legality of securities being
registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors
(see page 6).
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 4).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, ReSound Corporation, a corporation organized and existing under the
laws of the State of California, 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 Redwood City, State of
California, on July 30, 1996.
RESOUND CORPORATION
By: /s/ Paul Busse
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Paul Busse, Senior Vice President of
Finance and Administration
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Craig W. Johnson and Paul Busse, jointly
and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her 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 said
attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
be done by virtue hereof.
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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
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/s/ Peter Riepenhausen President, Chief Executive Officer July 30, 1996
- -------------------------------------------- and Director (Principal Executive
(Peter Riepenhausen) Officer)
/s/ Paul Busse Chief Financial Officer and July 30, 1996
- -------------------------------------------- Senior Vice President of
(Paul Busse) Finance and Administration
(Principal Financial and
Accounting Officer)
Director July , 1996
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(Rodney Perkins)
/s/ Robert K. Anderson Director July 30, 1996
- --------------------------------------------
(Robert K. Anderson)
/s/ Richard L. Goode Director July 30, 1996
- --------------------------------------------
(Richard L. Goode)
/s/ Eugene Kleiner Director July 30, 1996
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(Eugene Kleiner)
/s/ Philip S. Schlein Director July 30, 1996
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(Philip S. Schlein)
/s/ Robert C. Wilson Director July 30, 1996
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(Robert C. Wilson)
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the 1988 Stock Option Plan and the 1992 Employee Stock
Purchase Plan of ReSound Corporation of our report dated January 26, 1996,
except for Note 12, as to which the date is April 8, 1996, with respect to the
consolidated financial statements and schedule of ReSound Corporation included
in its Annual Report as amended (Form 10-K/A) for the year ended December 31,
1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
July 30, 1996
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INDEX TO EXHIBITS
Exhibit
Number
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4.1 1988 Stock Option Plan, as amended to date, and forms of option
agreements for use with plan.
4.2 1992 Employee Stock Purchase Plan, as amended to date.
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors (see page 6)
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page 4).
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