As filed with the Securities and Exchange Commission on July 24, 2001
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CYLINK CORPORATION
(Exact Name of Registrant as Specified in its Charter)
California 95-3891600
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
3131 Jay Street
Santa Clara, California 95054
(Address of Registrant's Principal Executive Offices)
2000 Employee Stock Purchase Plan
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(Full Title of Plans)
Robert D. Fougner, Esq.
General Counsel and Secretary
Cylink Corporation
3131 Jay Street
Santa Clara, California 95054
(408) 735-5800
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Copy to:
Paul L. Lion III, Esq.
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, CA 94304-1018
(415) 813-5615
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CALCULATION OF REGISTRATION FEE
================================== ================== ==================== ======================== ===============
Maximum Proposed Maximum Amount of
Title of Securities Amount to Offering Price Aggregate Offering Registration
to be Registered be Registered Per Share(1) Price(1) Fee
- ---------------------------------- ------------------ -------------------- ------------------------ ---------------
Common Stock, to be issued under
the 2000 Employee Stock Purchase 326,811 $.505 $165,039.55 $43.57
Plan.........................
================================== ================== ==================== ======================== ===============
<FN>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee and based upon 100% of the average of
the high and low prices reported on the Nasdaq National Market on July
20, 2001.
</FN>
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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 Statement on
Form S-8, Commission File No. 333-41338, 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 December 31, 2000, filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act").
3. The Company's Current Report on Form 10-Q for the period ended
March 31, 2001.
4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
February 14, 1996.
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.
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP, Independent Auditors
23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants
24.1 Power of Attorney (see Signature Page)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Cylink Corporation, 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 Santa Clara, State of
California, on July 23, 2001.
CYLINK CORPORATION
By: /s/ Christopher Chillingworth
-----------------------------
Christopher Chillingworth
Vice President of Finance
and Administration and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Christopher Chillingworth and Robert B. Fougner, and each of them, as
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, 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 the
said attorney-in-fact 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/ Christopher Chillingworth Vice President of Finance July 20, 2001
- ---------------------------------- and Administration and
Christopher Chillingworth Chief Financial Officer
/s/ William P. Crowell President, Chief Executive July 23, 2001
- ---------------------------------- Officer, and Director
William P. Crowell
/s/ Leo A. Guthart Director, Chairman of the July 23, 2001
- ---------------------------------- Board of Directors
Leo A. Guthart
/s/ James S. Simons Director July 23, 2001
- ----------------------------------
James S. Simons
Howard L. Morgan Director July __, 2001
- ----------------------------------
Howard L. Morgan
/s/ Elwyn Berlekamp Director July 23, 2001
- ----------------------------------
Elwyn Berlekamp
/s/ William W. Harris Director July 23, 2001
- ----------------------------------
William W. Harris
Paul Gauvreau Director July __, 2001
- ----------------------------------
Paul Gauvreau
Regis McKenna Director July __, 2001
- ----------------------------------
Regis McKenna
INDEX TO EXHIBITS
Exhibit
Number Document
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP, Independent
Auditors
23.3 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
24.1 Power of Attorney (see Signature Page)