As filed with the Securities and Exchange Commission on June 21, 2001
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
Registration Statement
Under The Securities Act Of 1933
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DATA RACE, INC.
(Exact name of registrant as specified in its charter)
Texas 74-2272363
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
6509 Windcrest, Suite 120
Plano, Texas 75024
(Address, including zip code, of principal executive offices)
_______________
Data Race, Inc. Consultant and Advisor Stock Plan
(Full title of the Plans)
_______________
James G. Scogin
6509 Windcrest, Suite 120
Plano, Texas 75024
(972) 265-4000
(Name, address and telephone number, including area code, of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Aggregate Registration
to be Registered Registered Price Per Offering Price Fee
Share
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Common Stock, no par value 500,000 shares (1) $0.16 (2) $80,000(2) $20
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(1) Issuable under the Data Race, Inc. Consultant and Advisor Stock Plan.
(2) Pursuant to Rule 457(c), the offering price and registration fee are
computed on the basis of the average of the high and low prices of the
Common Stock, as reported by The Nasdaq National Market on June 15, 2001.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Statement pursuant to General Instruction E as to Use of Form S-8: The contents
of the Registration Statement on Form S-8 (Registration No. 333-77713) filed on
May 4, 1999 are incorporated herein by reference.
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
Registration Statement:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2000;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000;
3. The Company's Current Report on Form 8-K filed November 28, 2000;
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2000;
5. The Company's Current Report on Form 8-K filed January 12, 2001;
6. The Company's Current Report on Form 8-K filed March 7, 2001 (as
amended by the Company's Current Report on Form 8-K filed March 8,
2001);
7. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001; and
8. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed October 5, 1992,
including any amendment and report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to this Registration Statement
that indicates that all Common Stock to which this Registration Statement
relates has been sold or that deregisters all Common Stock to which this
Registration Statement relates 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 such reports and documents.
Item 8. Exhibits.
Exhibit No. Exhibit
----------------------- ----------------------------------------------------------------------------
5 Opinion of Jackson Walker L.L.P. (a)
23.1 Consent of KPMG LLP (a)
23.2 Consent of Jackson Walker L.L.P. (included in opinion filed as Exhibit 5.)
24 Power of Attorney (included on signature page of this Registration Statement)
1
99 Amendment Number One to Data Race, Inc. Consultant and Advisor Plan (which
updates the Data Race, Inc. Consultant and Advisor Plan filed as Exhibit
10.6 to the From 8-K fild by the Company on July 7, 1999) Plan (a)
_________________________________________________________________________
(a) Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 Plano, State of Texas, on June 18, 2001.
DATA RACE, INC.
By: /s/ Michael McDonnell
------------------------------------------
Michael McDonnell, President and Chief Executive
Officer
By: /s/ James G. Scogin
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James G. Scogin, Senior Vice-President, Chief
Financial Officer, Secretary and Treasurer
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Data Race, Inc., hereby constitute and appoint Michael McDonnell and
James G. Scogin, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and his name
place and stead, in any and all capacities, to execute any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and all 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 and 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 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 below by the following persons in the
capacities and on the dates indicated below.
Name Title Date
----------------------------------- ------------------------------------------ ---------------------
/s/ Michael McDonnell President, Chief Executive Officer and June 18, 2001
----------------------------------- Director
Michael McDonnell
/s/Jeffrey P. Blanchard Chairman of the Board of Directors June 18, 2001
-----------------------------------
Jeffrey P. Blanchard
/s/Matthew A. Kenny Director June 18, 2001
-----------------------------------
Matthew A. Kenny
3
Name Title Date
----------------------------------- ------------------------------------------ ---------------------
/s/George R. Grumbles Director June 18, 2001
-----------------------------------
George R. Grumbles
/s/Tom Bishop Director June 18, 2001
-----------------------------------
Tom Bishop
/s/Byron Smith Director June 18, 2001
-----------------------------------
Byron Smith
/s/General Harold "Buck" Adams Director June 18, 2001
-----------------------------------
General Harold "Buck" Adams
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EXHIBITS
INDEX TO EXHIBITS
-----------------
Exhibit No. Exhibit
----------------------- ----------------------------------------------------------------------------
5 Opinion of Jackson Walker L.L.P. (a)
23.1 Consent of KPMG LLP (a)
23.2 Consent of Jackson Walker L.L.P. (included in opinion filed as Exhibit 5.)
24 Power of Attorney (included on signature page of this Registration
Statement)
99 Amendment Number One to Data Race, Inc. Consultant and Advisor Plan (which
updates the Data Race, Inc. Consultant and Advisor Plan filed as Exhibit
10.6 to the From 8-K fild by the Company on July 7, 1999) Plan (a)
_________________________________________________________________________
(a) Filed herewith.
5