AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 1996,
REGISTRATION NO.
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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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SYNC RESEARCH, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 3661 33-0676350
(State of other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) Number)
7 STUDEBAKER
IRVINE, CA 92718
(714) 588-2070
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
ASSUMED TYLINK CORPORATION 1994 EQUITY INCENTIVE PLAN*
SYNC RESEARCH, INC. 1996 NON-EXECUTIVE STOCK OPTION PLAN
(Full title of the plan)
*Assumed pursuant to an Agreement and Plan of Reorganization, dated June 27,
1996
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JOHN H. RADEMAKER
CHIEF EXECUTIVE OFFICER
SYNC RESEARCH, INC.
7 STUDEBAKER
IRVINE, CA 92718
(714) 588-2070
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
MARK A. MEDEARIS
VENTURE LAW GROUP
2800 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
(415) 854-4488
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
ASSUMED TYLINK CORPORATION 1994 EQUITY INCENTIVE PLAN
Common Stock, $0.001 par value........................ 423,155 $ 1.5558 $ 658,344.55 $ 227.02(1)
Common Stock, $0.001 par value........................ 23,605 $14.6875 $ 346,698.44 $ 119.55(2)
Total Assumed Plan.................................... 446,760(3)
SYNC RESEARCH INC. 1996 NON-EXECUTIVE STOCK OPTION PLAN
Common Stock, $0.001 par value........................ 330,500 $12.6400 $4,177,520.00 $1,440.52(1)
Common Stock, $0.001 par value........................ 20,000 $14.6875 $ 293,750.00 $ 101.29(2)
Total 1996 Plan....................................... 350,500(4)
TOTAL................................................. 797,260 $5,476,312.99 $1,888.38
(1) Computed in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. Computation
based on the weighted average per share exercise price (rounded to nearest
cent) of outstanding options under the referenced plan, the shares issuable
under which are registered hereby.
(2) Estimated in accordance with Rule 457(h) and 457(c) under the Securities Act
of 1933 solely for the purpose of calculating the registration fee. The
computation with respect to unissued options is based on the average of the
high and low sale prices of the Common Stock as reported on The Nasdaq
National Market on September 17, 1996.
(3) This total represents 446,760 shares reserved for issuance under the Assumed
TyLink Corporation 1994 Equity Incentive Plan (the "Assumed Plan"), which
was assumed by the Registrant in connection with the Registrant's
acquisition of TyLink Corporation (the "Merger"), as described in the
Registrant's Current Report on Form 8-K, filed with the Securities and
Exchange Commission on September 6, 1996. Of the total 446,760 shares,
423,155 shares are subject to outstanding options and 23,605 shares are
available for issuance.
(4) This total represents 350,500 shares reserved for issuance under the Sync
Research, Inc. 1996 Non-Executive Stock Option Plan (the "1996 Plan"), which
was approved by the Registrant's Board of Directors on August 27, 1996. Of
the total 350,500 shares, 330,500 shares are subject to outstanding options
and 20,000 shares are available for issuance.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents and information heretofore filed with the Securities
and Exchange Commission are hereby incorporated by reference:
ITEM 3 (A)
The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, filed on March 30, 1996, pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which
contains audited financial statements for the Registrant's latest fiscal
year for which such statements have been filed.
ITEM 3 (B)
The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, filed on May 2, 1996, Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, filed on August 12, 1996, each pursuant to
Section 13 of the Exchange Act, and Current Report on Form 8-K, filed on
September 6, 1996.
ITEM 3 (C)
Items 1 and 2 of the Registrant's Registration Statement on Form 8-A
filed on October 10, 1995, and Items 1 and 2 of the Registrant's
Registration Statement on Form 8-A, filed on November 4, 1995, each pursuant
to Section 12 of the Exchange Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered 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 part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Act").
Article X of the Registrant's Amended and Restated Certificate of
Incorporation, filed November 17, 1995, provides for indemnification of its
directors, officers and employees to the maximum extent permitted by the
Delaware General Corporation Law.
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Article VI of the Registrant's Bylaws provides that the Registrant shall
indemnify its directors and officers to the fullest extent permitted by Delaware
law against expenses, judgments and other amounts actually and reasonably
incurred in connection with a proceeding arising from the person's status as an
agent of the Corporation. Such expenses shall be paid by the Corporation in
advance of the final disposition of such action if the indemnified person
undertakes to repay such amounts if it is determined that he or she is not
entitled to indemnification.
The Registrant has entered into indemnification agreements with certain of
its officers and directors containing provisions that are in some respects
broader than the specific indemnification provisions contained in the Delaware
General Corporation Law. The indemnification agreements require the Registrant,
among other things, to indemnify its directors against certain liabilities that
may arise by reason of their status or service as directors (other than
liabilities arising from willful misconduct of culpable nature, insured claims,
and claims under Section 16(b)), and to advance their expenses incurred as a
result of any proceeding against them as to which they could be indemnified.
Reference is also made to Section (c) of the Underwriting Agreement entered
into by the Registrant in connection with its initial public offering of its
Common Stock indemnifying officers and directors of the Registrant against
certain liabilities. In addition, the Registrant has obtained directors and
officers' liability insurance covering, subject to certain exceptions, actions
taken by the Registrant's directors and officers in their capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DOCUMENT PAGE
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3.2* Amended and Restated Certificate of Incorporation
3.3* Bylaws.
4.1** Amended and Restated 1991 Stock Plan and form of agreement thereunder.
4.2* 1995 Employee Stock Purchase Plan and forms of agreements thereunder.
4.3* 1995 Directors' Stock Option Plan and form of agreement thereunder.
4.4 Assumed TyLink Corporation 1994 Equity Incentive Plan.
4.5 Sync Research, Inc. 1996 Non-Executive Stock Option Plan.
5.1 Opinion of Venture Law Group, A Professional Corporation, as to Legality of Securities Being
Registered.
23.1 Consent of Venture Law Group, a Professional Corporation (contained in Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney.
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* Incorporated by reference from Registrant's Registration Statement on Form
S-1 (Registration No. 33-96910), as amended, filed with the Commission on
September 14, 1995.
** Incorporated by reference from Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1996, as filed with the Commission on August
12, 1996.
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ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Sec-tion 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Sync Research, Inc., a corporation organized and existing under the laws of the
State of Delaware, 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 Irvine, State of California, on September 19,
1996.
SYNC RESEARCH, INC.
By: /s/ RONALD J. SCIOSCIA
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Ronald J. Scioscia
VICE PRESIDENT OF FINANCE AND
ADMINISTRATION AND CHIEF FINANCIAL OFFICER
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POWER OF ATTORNEY
[SEE EXHIBIT 24.1]
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INDEX TO EXHIBITS
EXHIBIT
NUMBER
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3.2* Amended and Restated Certificate of Incorporation.
3.3* Bylaws.
4.1** Amended and Restated 1991 Stock Plan and form of agreement thereunder.
4.2* 1995 Employee Stock Purchase Plan and forms of agreements thereunder.
4.3* 1995 Directors' Stock Option Plan and form of agreement thereunder.
4.4 Assumed TyLink Corporation 1994 Equity Incentive Plan.
4.5 Sync Research, Inc. 1996 Non-Executive Stock Option Plan.
5.1 Opinion of Venture Law Group, A Professional Corporation, as to legality of securities being registered.
23.1 Consent of Venture Law Group, A Professional Corporation (included in Exhibit 5.1).
23.2 Consent of Ernst & Young, L.L.P., Independent Auditors.
24.1 Powers of Attorney.
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* Incorporated by reference from Registrant's Registration Statement on Form
S-1, as amended (Registration No. 33-96910), filed with the Commission on
September 14, 1995.
** Incorporated by reference from Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1996, as filed with the Commission on August
12, 1996.