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As filed with the Securities and Exchange Commission on August 3, 2000
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
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
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CALCULATION OF REGISTRATION FEE
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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
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Common Stock,
$0.001 par value 4,474,300 $346.69 $1,551,183,881 $409,512
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(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.
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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 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.
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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
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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)
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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
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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
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/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)
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Signature Capacity Date
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/s/ KEITH GEESLIN Director August 2, 2000
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Keith B. Geeslin
/s/ ANTHONY HOLBROOK Director August 2, 2000
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Anthony B. Holbrook
/s/ MARK MEYERS Director August 2, 2000
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Mark B. Myers
/s/ FREDRIC SCHWETTMANN Director August 2, 2000
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Frederic N. Schwettmann
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INDEX TO EXHIBITS
Exhibit No. Description
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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)