As filed with the Securities and Exchange Commission on June 11, 2002
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
______________________
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
_______________________________
(Full Title of Plans)
Robert B. 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)
_______________
Copy to:
Paul L. Lion III, Esq.
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, CA 94304-1018
(415) 813-5615
_______________
CALCULATION OF REGISTRATION FEE
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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
Plan......................... 328,436 $0.685 $224,978.66 $20.70
================================== ================== ==================== ======================== ===============
(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 June 10,
2002.
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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 Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001, filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act").
2. The Company's Current Report on Form 10-Q for the period ended March
31, 2002.
3. 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 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 204 of the General Corporation Law of the State of California
("California Law") authorizes a corporation to adopt a provision in its articles
of incorporation eliminating the personal liability of directors to corporations
and their shareholders for monetary damages for breach or alleged breach of
directors' "duty of care." Following a California corporation's adoption of such
a provision, its directors are not accountable to corporations and their
shareholders for monetary damages for conduct constituting negligence (or gross
negligence) in the exercise of their fiduciary duties; however, directors
continue to be subject to equitable remedies such as injunction or rescission.
Under California Law, a director also continues to be liable for (1) a breach of
his or her duty of loyalty; (2) acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law; (3) illegal payments of
dividends; and (4) approval of any transaction from which a director derives an
improper personal benefit. The adoption of such a provision in the articles of
incorporation also does not limit directors' liability for violations of the
federal securities laws. Section 317 of the California Law makes a provision for
the indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons, under certain circumstances, for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). An amendment to
Section 317 provides that the indemnification provided by this section is not
exclusive to the extent additional rights are authorized in a corporation's
articles of incorporation. The Company has adopted provisions in its Amended
Articles of Incorporation which eliminate the liability of its directors for
monetary damages and authorize the Company to indemnify its officers, directors
and other agents to the fullest extent permitted by law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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
24.1 Power of Attorney (see Signature Page)
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 15(d) of the Exchange Act (and, where
applicable, each filing of an employee plan's annual report pursuant to Section
13(d) of the Exchange Act) that is incorporated by reference in this
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 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 the 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.
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 June 11, 2002.
CYLINK CORPORATION
By: /s/ R. Christopher Chillingworth
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R. Christopher Chillingworth
Vice President of Finance
and Administration and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints R.
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/ William P. Crowell President, Chief Executive June 11, 2002
- -------------------------------- Officer and Director
William P. Crowell (Principal Executive
Officer)
Signature Capacity Date
- --------- -------- ----
/s/ R. Christopher Chillingworth Vice President of Finance June 11, 2002
---------------------------- and Administration and
R. Christopher Chillingworth Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Leo A. Guthart Director, Chairman of the June 11, 2002
---------------------------- Board of Directors
Leo A. Guthart
Director June 11, 2002
/s/ James S. Simons
- --------------------------------
James S. Simons
Director
- --------------------------------
Howard L. Morgan
Director June 11, 2002
/s/ William W. Harris
- --------------------------------
William W. Harris
Director
- --------------------------------
Paul Gauvreau
Director
- --------------------------------
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
24.1 Power of Attorney (see Signature Page)