As Filed with the Securities and Exchange Commission on August 2, 2001
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INTERDIGITAL COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Charter)
PENNSYLVANIA 23-1882087
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification
Organization) Number)
781 Third Avenue
King of Prussia, Pennsylvania 19406
(610) 878-7800
(Address, including zip code, and
telephone number, including area code, of
Registrant's principal executive offices)
INTERDIGITAL COMMUNICATIONS CORPORATION SAVINGS AND PROTECTION PLAN
(Full title of the plan)
William J. Merritt, General Counsel
InterDigital Communications Corporation
781 Third Avenue
King of Prussia, Pennsylvania 19406
(Name and address of agent for service)
(610) 878-7800
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of shares to be Amount to be Proposed maximum Proposed maximum Amount of registration
registered (1) registered (2) offering price per aggregate offering fee
share (3) price (3)
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Common Stock 400,000 $11.990 $ 4,796,000 $1,199
($.01 par value)
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(1) This registration statement (the "Registration Statement") registers the
issuance of 400,000 shares of Common Stock, par value $.01 per share (the
"Common Stock"), which are available for issuance, pursuant to the InterDigital
Communications Corporation Savings and Protection Plan (the "Plan").
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement covers an indeterminate number of
interests to be offered or sold pursuant to the Plan described herein. In
addition, this Registration Statement registers an indeterminate number of
rights (the "Rights") to purchase Series B Junior Participating Preferred Stock
pursuant to the terms of a certain Rights Agreement between InterDigital
Communications Corporation ("Registrant" or the "Company") and the American
Stock Transfer and Trust Company, as Rights Agent, as amended.
(3) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(h)(1) and (c) under the Securities Act on the basis of
the average of the high and low prices reported for shares of Common Stock of
the Registrant on the Nasdaq National Market on July 26, 2001. No separate
consideration will be received for the Rights, which initially will trade
together with the Common Stock.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to participants in the Plan as specified by
Rule 428(b)(1) of the Securities Act. Such documents are not being filed with
the Securities and Exchange Commission (the "Commission"), but constitute, along
with the documents incorporated by reference into this Registration Statement, a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
The Company will furnish without charge to each person to whom
the prospectus is delivered, upon the written or oral request of such person, a
copy of any and all of the documents incorporated by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference to the information that is incorporated). Requests should be
directed to InterDigital Communications Corporation, 781 Third Avenue, King of
Prussia, Pennsylvania 19406, Attention: General Counsel; telephone number (610)
878-7800.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by the Company
with the Commission are incorporated by reference into this Registration
Statement:
(a) Our Annual Report on Form 10-K for the year ended December
31, 2000;
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2001; and
(c) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission
on April 25, 2000, together with Amendment No. 1 on Form 8-A/A filed
with the Commission on May 2, 2000, and including any amendments or
reports filed for the purpose of updating such description in which
there is described the terms, rights and provisions applicable to our
Common Stock.
All documents filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered pursuant to
this Registration Statement have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
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Item 4. Description of Securities.
The Common Stock and Rights to purchase Series B Junior
Participating Preferred Stock are registered under the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock registered hereunder has been
passed upon for the Company by William J. Merritt, Esq., 781 Third Avenue, King
of Prussia, Pennsylvania 19406. Mr. Merritt is General Counsel, Executive Vice
President and Secretary of the Company, and Mr. Merritt owns 23,714 shares of
Common Stock, options to purchase 278,000 shares of Common Stock, and restricted
stock units for 15,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Sections 1741-1750 of the Pennsylvania Business Corporation
Law of 1988 (the "BCL") and the Company's By-Laws provide for indemnification of
the Company's directors and officers and certain other persons. Under Sections
1741-1750 of the BCL, directors and officers of the Company may be indemnified
by the Company against all expenses incurred in connection with actions
(including, under certain circumstances, derivative actions) brought against
such director or officer by reason of his or her status as a representative of
the Company, or by reason of the fact that such director or officer serves or
served as a representative of another entity at the Company's request, so long
as the director or officer acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
Company. As permitted under the BCL, the Company's By-Laws provide that the
Company shall indemnify directors and officers against all expenses incurred in
connection with actions (including derivative actions) brought against such
director or officer by reason of the fact that he or she is or was a director or
officer of the Company, or by reason of the fact that such director or officer
serves or served as an employee or agent of any entity at the Company's request,
unless the act or failure to act on the part of the director or officer giving
rise to the claim for indemnification is determined by a court in a final,
binding adjudication to have constituted willful misconduct or recklessness.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit No. Description
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4.1 InterDigital Communications Corporation Savings
and Protection Plan, as amended through July 31, 2001
5 Opinion of William J. Merritt, Esquire
23.1 Consent of Independent Public Accountants
23.2 Consent of William J. Merritt, Esquire
(included in Exhibit 5)
24 Power of Attorney (see signature pages at pp. 7 - 8)
The Registrant hereby undertakes that the Plan and any
amendments thereto have been and will be submitted to the Internal Revenue
Service ("IRS") in a timely manner and all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code have been or
will be made.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes as follows:
(a) To file, during any period in which offers or sales are
being made pursuant to this Registration Statement, a post-effective amendment
to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which is registered) and any deviation from the low or high end of
the estimated maximum range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in "Calculation of Registration Fee" table in
the effective Registration Statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;
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provided, however, that paragraphs (i) and (ii) above do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(b) That, for the purpose of determining any liability under
the Securities 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.
(c) 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.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(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.
Insofar as indemnification for liabilities arising under the
Securities 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Company. Pursuant to the requirements of the Securities Act, the
Company 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 King of Prussia, Pennsylvania, on July 31, 2001.
INTERDIGITAL COMMUNICATIONS CORPORATION
By: /s/ Howard E. Goldberg
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Howard E. Goldberg, President and Chief Executive
Officer, the principal executive officer
By: /s/ R. J. Fagan
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Richard J. Fagan, Executive Vice President and
Chief Financial Officer, the principal financial
officer and principal accounting officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Howard E. Goldberg and William
J. Merritt, and each or any of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, 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
and about the premises, 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 and agents, or any of them, or their, his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: July 31, 2001 /s/ Harry G. Campagna
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Harry G. Campagna, Chairman of the Board
Date: July 31, 2001 /s/ Howard E. Goldberg
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Howard E. Goldberg, President,
Chief Executive Officer and Director
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Date: July 31, 2001 /s/ D. Ridgely Bolgiano
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D. Ridgely Bolgiano, Director
Date: July 31, 2001 /s/ S. T. Clontz
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Steven T. Clontz, Director
Date: July 31, 2001 /s/ Joseph S. Colson, Jr.
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Joseph S. Colson, Jr., Director
Date: July 31, 2001 /s/ R. S. Roath
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Robert S. Roath, Director
The Plan. Pursuant to the requirements of the Securities Act, the
Administrator of the InterDigital Communications Corporation Savings and
Protection Plan has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in King of Prussia,
Pennsylvania, on July 31, 2001.
INTERDIGITAL COMMUNICATIONS
CORPORATION SAVINGS AND PROTECTION PLAN
By: INTERDIGITAL COMMUNICATIONS
CORPORATION, Plan Administrator
By: /s/ Howard E. Goldberg
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Howard E. Goldberg, President and Chief
Executive Officer, the principal
executive officer
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EXHIBIT INDEX
Exhibit No.
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4.1 InterDigital Communications Corporation Savings and Protection Plan,
as amended through July 31, 2001
5 Opinion of William J. Merritt, Esquire
23.1 Consent of Independent Public Accountants
23.2 Consent of William J. Merritt, Esquire (included in Exhibit 5)
24 Power of Attorney (see signature pages at pp.7-8)