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As filed with the Securities and Exchange Commission on June 22, 1998
Registration No. 333-
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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
CONTAINING A REOFFER PROSPECTUS ON FORM S-3
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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
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
Vincent A. McCord
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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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING PRICE REGISTRATION FEE
REGISTERED REGISTERED PER SHARE (1) (1)
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Common Stock, 2,280,408 $19.8125 $45,180,584 $13,328
$0.001 par value
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
Exhibit Index Located on page II-6.
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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 Nos. 33-90848 and 33-92200 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
January 2, 1998, filed pursuant to Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act").
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.
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ITEM 8. EXHIBITS.
Exhibit No. Description
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4.1 Form of Registrant's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (Commission File No. 33-87752)
which became effective on March 15, 1995 (the "Registration
Statement")).
4.2 Form of Registrant's Amended and Restated Bylaws (incorporated by
reference to Exhibit 3.2 to the Registration Statement).
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 (see page II-8).
24.1 Power of Attorney (see page II-4).
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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 June 24, 1998.
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 Vincent A. McCord, 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/ Donald R. Scifres Chairman of the Board, June 17, 1998
- ----------------------------- Chief Executive Officer
Donald R. Scifres and President
(Principal Executive Officer)
and Director
/s/ Vincent A. McCord Vice President, Finance and June 19, 1998
- ---------------------------- Chief Financial Officer
Vincent A. McCord (Principal Financial
and Accounting Officer)
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Signature Capacity Date
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/s/ John P. Melton Director June 19, 1998
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John P. Melton
/s/ Keith B. Geeslin Director June 19, 1998
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Keith B. Geeslin
Director June___, 1998
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Anthony B. Holbrook
/s/ Mark B. Myers Director June 22, 1998
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Mark B. Myers
Director June___, 1998
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Frederic N. Schwettmann
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INDEX TO EXHIBITS
Exhibit
Number Document
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4.1 Form of Registrant's Restated Certificate of Incorporation, of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (Commission File No.
33-87752) which became effective on March 15, 1995 (the
"Registration Statement")).
4.2 Form of Registrant's Restated Amended and Restated Bylaws of the
Registrant (incorporated by reference to Exhibit 3.2 to the
Registration Statement).
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors (see page II-8).
24.1 Power of Attorney (see pages II-4).
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