As filed with the Securities and Exchange Commission on August 21, 2001.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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NETWORK PERIPHERALS INC.
(Exact name of Registrant as specified in its charter)
Delaware 3576 77-0216135
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Identification No.)
2859 Bayview Drive
Fremont, California 94538
Telephone: (510) 897-5000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
James Regel
Chief Executive Officer
Network Peripherals Inc.
2859 Bayview Drive
Fremont, California 94538
Telephone: (510) 897-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
Scott M. Stanton, Esq. Steven Wolosky, Esq.
Gray Cary Ware & Freidenrich LLP Olshan Grundman Frome
4365 Executive Drive, Suite 1600 Rosenzweig & Wolosky LLP
San Diego, California 94301-1825 505 Park Avenue
(858) 677-1400 New York, New York 10022-1170
(212) 753-7200
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [X] Registration Statement No. 333-60780.
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective Registration Statement
for the same offering.
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Registration
Securities to be Registered Registered(1) Offering Price Aggregate Offering Fee(1)
Per Share(2) Price(2)
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Common Stock, par value $0.001 per
share.............................. 1,583,687 $0.58 $918,538.46 $229.63
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(1) Represents the number of additional shares of common stock of the Registrant
which may be issued in connection with the merger of Empire Acquisition
Corp., a wholly-owned subsidiary of Registrant, with and into FalconStor,
Inc. as described in Registration Statement No. 333-60780, which was
originally filed on May 11, 2001 and subsequently amended on June 22, 2001,
July 16, 2001 and July 19, 2001. In connection with the filing of that
Registration Statement, 29,732,912 shares of the Registrant's common stock
were registered with the Securities and Exchange Commission and a fee of
$5,929.35 was paid.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f)(2) under the Securities Act. The proposed maximum
aggregate offering price is based on $0.58, the book value of the common
stock of FalconStor, Inc. as of July 31, 2001.
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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Registration Statement is being filed by the Registrant pursuant to
General Instruction K to Form S-4 and Rule 462(b) under the Securities Act of
1933, as amended, to register an additional 1,583,687 shares of the Registrant's
common stock for issuance in connection with the merger of Empire Acquisition
Corp., a wholly-owned subsidiary of Registrant, with and into FalconStor, Inc.
The Registrant previously registered a total of 29,732,912 shares of its
common stock for issuance in connection with the merger by means of a currently
effective Registration Statement on Form S-4 (Registration Statement No. 333-
60780), which was originally filed with the Securities and Exchange Commission
on May 11, 2001 and was amended on June 22, 2001, July 16, 2001 and July 19,
2001 (as amended, the "Prior Registration Statement"). The total number of
shares of the Registrant to be issued pursuant to the merger shall be no more
than 31,316,599.
STATEMENT OF INCORPORATION BY REFERENCE
In accordance with General Instruction K to Form S-4 and because this
Registration Statement registers additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, the contents of the
Prior Registration Statement are incorporated herein by reference into this
Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fremont, State of California, on the 21st day of
August, 2001.
NETWORK PERIPHERALS INC.
By: /s/ James Williams
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James Williams
Chief Financial Officer
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
dates indicated.
Signature Title Date
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* President, Chief Executive Officer and August 21, 2001
------------------------------------------------ Director (Principal Executive Officer)
James Regel
/s/ James Williams Senior Vice President of Finance and August 21, 2001
------------------------------------------------ Administration, Secretary, Treasurer
James Williams and Chief Financial Officer (Principal
Financial and Accounting Officer)
* Chairman of the Board August 21, 2001
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Glenn Penisten
* Director August 21, 2001
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Thomas Brown
* Director August 21, 2001
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Michael Gardner
* Director August 21, 2001
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Charles Hart
*By: /s/ James Williams August 21, 2001
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James Williams
Attorney-In-Fact
EXHIBIT INDEX
Exhibit
Number Description
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5.1 Legal opinion of Gray Cary Ware & Freidenrich LLP, counsel for Registrant
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of KPMG LLP
23.3 Consent of Gray Cary Ware & Freidenrich LLP (See Exhibit 5.1)
24.1* Power of Attorney
* Incorporated by reference to Registration Statement on Form S-4 (File No. 333-
60780).