As Filed with the United States Securities and
Exchange Commission on April 4, 2002
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UNITED STATES 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
2002 STOCK AWARD AND INCENTIVE PLAN
(Full title of the plan)
Lawrence F. Shay, Esq., Vice President and 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 registered (1) offering price per aggregate offering fee
share (2) price (2)
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Common Stock 1,500,000 $9.58 $14,370,000 $1,322.04
($.01 par value)
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(1) This registration statement (the "Registration Statement") registers the
issuance of 1,500,000 shares of Common Stock of InterDigital Communications
Corporation (the "Registrant" or the "Company"), par value $.01 per share (the
"Common Stock"), which are available for issuance pursuant to the Company's 2002
Stock Award and Incentive Plan (the "Plan").
(2) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(h)(1) and (c) under the Securities Act of 1933, as
amended (the "Securities Act"), based on the average of the high and low prices
reported for shares of Common Stock of the Registrant, as reported on the Nasdaq
National Market on March 28, 2002.
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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,
2001;
(b) Our Current Report on Form 8-K filed with the Commission on
January 16, 2002; 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, which is the class of securities offered pursuant to
the Registration Statement, is 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 Lawrence F. Shay, Esq., 781 Third Avenue, King of
Prussia, Pennsylvania 19406. Mr. Shay is General Counsel, Vice President and
Corporate Secretary of the Company, and Mr. Shay owns 1,288 shares of Common
Stock and options to purchase 50,000 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 2002 Stock Award and Incentive Plan
5 Opinion of Lawrence F. Shay, Esquire
23.1 Consent of Independent Public Accountants
23.2 Consent of Lawrence F. Shay, Esquire (included in Exhibit 5)
24 Power of Attorney (see signature pages at pp. 7-8)
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;
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.
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(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
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 April 4, 2002.
INTERDIGITAL COMMUNICATIONS CORPORATION
By: /s/ Howard E. Goldberg
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Howard E. Goldberg, Director, President and
Chief Executive Officer (Principal Executive
Officer)
By: /s/ R. J. Fagan
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Richard J. Fagan, Executive Vice President
and Chief Financial Officer (Principal
Financial and Accounting Officer)
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Howard E. Goldberg and Lawrence F. Shay,
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: April 4, 2002 /s/ Harry G. Campagna
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Harry G. Campagna, Chairman of the Board
Date: April 4, 2002 /s/ Howard E. Goldberg
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Howard E. Goldberg, Director, President
and Chief Executive Officer
Date: April 4, 2002 /s/ R.J. Fagan
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Richard J. Fagan, Executive Vice
President and Chief Financial Officer
Date: April 4, 2002 /s/ D. Ridgely Bolgiano
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D. Ridgely Bolgiano, Director
Date: April 4, 2002 /s/ Steven T. Clontz
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Steven T. Clontz, Director
Date: April 4, 2002 /s/ Joseph S. Colson, Jr.
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Joseph S. Colson, Jr., Director
Date: April 4, 2002 /s/ R. S. Roath
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Robert S. Roath, Director
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EXHIBIT INDEX
Exhibit No. Description
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4.1 InterDigital Communications Corporation 2002 Stock Award and
Incentive Plan
5 Opinion of Lawrence F. Shay, Esquire
23.1 Consent of Independent Public Accountants
23.2 Consent of Lawrence F. Shay, Esquire (included in Exhibit 5)
24 Power of Attorney (see signature pages at pp. 7-8)