<PAGE>
As filed with the Securities and Exchange Commission on October 6, 1999
Registration No. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SILICON IMAGE, INC.
(Exact name of the Registrant as specified in its charter)
DELAWARE 77-0517246
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10131 BUBB ROAD
CUPERTINO, CALIFORNIA 95014
(Address of principal executive offices, including zip code)
1995 EQUITY INCENTIVE PLAN
1999 EQUITY INCENTIVE PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
NON-PLAN STOCK OPTIONS OF REGISTRANT
(Full titles of the plans)
DAVID D. LEE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SILICON IMAGE, INC.
10131 BUBB ROAD
CUPERTINO, CALIFORNIA 95014
(408) 873-3111
(Name, address and telephone number,
including area code, of agent for service)
Copy to:
DAVID K. MICHAELS, ESQ.
ANDREW Y. LUH, ESQ.
FENWICK & WEST LLP
TWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306
(650) 494-0600
(Counsel to the Registrant)
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------- ------------------- ------------------- --------------------- -------------------
PROPOSED
AMOUNT MAXIMUM PROPOSED
TO BE OFFERING PRICE MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE AGGREGATE REGISTRATION FEE
OFFERING PRICE
- ---------------------------------------- ------------------- ------------------- --------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 1,810,000 (1) $12.00 (2) $21,720,000 $6,039 (3)
Common Stock, $0.001 par value 2,042,363 (4) $3.20 (5) $6,535,562 $1,817 (3)
- ---------------------------------------- ------------------- ------------------- --------------------- -------------------
TOTAL 3,852,363 $28,255,562 $7,856
- ---------------------------------------- ------------------- ------------------- --------------------- -------------------
</TABLE>
(1) Represents an aggregate of 1,560,000 shares available for issuance under
the 1999 Equity Incentive Plan and 250,000 shares available for issuance
under the 1999 Employee Stock Purchase Plan as of October 5, 1999.
(2) Estimated as of October 5, 1999 pursuant to Rule 457(c) solely for the
purpose of calculating the registration fee.
(3) Fee calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended.
(4) Represents an aggregate of 1,902,363 shares subject to outstanding options
under the 1995 Equity Incentive Plan and 140,000 shares subject to
outstanding non-plan options as of October 5, 1999.
(5) Represents weighted average per share exercise price for such outstanding
options, calculated pursuant to Rule 457(h)(1) solely for the purpose of
calculating the registration fee.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
For the purposes of this registration statement, the terms "we," "our"
and "us" refer to Silicon Image, Inc., a Delaware corporation.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's prospectus filed on October 6, 1999 pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act"), which contains audited financial statements of
the Registrant as of December 31, 1997 and 1998 and as of June 30,
1999, for each of the years in the three-year period ended
December 31, 1998, and for the six months ended June 30, 1999.
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on July 30,
1999 under Section 12(g) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), including any amendment or 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 Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated into this registration statement by reference and to be a
part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF
LIABILITY.
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to directors
and officers under certain circumstances and subject to certain limitations. The
terms of Section 145 of the Delaware General Corporation Law are sufficiently
broad to permit indemnification under certain circumstances for liabilities,
including reimbursement of expenses incurred, arising under the Securities Act
of 1933.
As permitted by the Delaware General Corporation Law, the Registrant's
certificate of incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director, except for liability:
- for any breach of the director's duty of loyalty to the
Registrant or its stockholders;
- for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law;
- under section 174 of the Delaware General Corporation Law
regarding unlawful dividends and stock purchases; or
- for any transaction from which the director derived an
improper personal benefit.
3
<PAGE>
As permitted by the Delaware General Corporation Law, the Registrant's
bylaws provide that:
- the Registrant is required to indemnify its directors and
officers to the fullest extent permitted by the Delaware
General Corporation Law, subject to certain very limited
exceptions;
- the Registrant is required to advance expenses, as incurred,
to its directors and officers in connection with a legal
proceeding to the fullest extent permitted by the Delaware
General Corporation Law, subject to certain very limited
exceptions; and
- the rights conferred in the Bylaws are not exclusive.
In addition, the Registrant has entered into indemnity agreements with
each of its current directors and officers. These agreements provide for the
indemnification of officers and directors for all expenses and liabilities
incurred in connection with any action or proceeding brought against them by
reason of the fact that they are or were agents of the Registrant.
The Registrant intends to obtain directors' and officers' insurance to
cover its directors, officers and some of its employees for certain liabilities,
including public securities matters.
The Underwriting Agreement relating to the Registrant's initial public
offering, effected pursuant to a registration statement on Form S-1 (File No.
333-83665) provides for indemnification by the underwriters of the Registrant
and its directors and officers for certain liabilities under the Securities Act
of1933, or otherwise.
Reference is made to the following documents regarding relevant
indemnification provisions described above and elsewhere herein:
1. Form of Underwriting Agreement (incorporated by reference to
Exhibit 1.01 to the Registrant's registration statement on Form
S-1 (File No. 333-83665), declared effective October 5, 1999).
2. First Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.02 to the Form
S-1).
3. Form of Second Amended and Restated Certificate of Incorporation
of the Registrant, to be filed and effective upon completion of
the Registrant's initial public offering (incorporated by
reference to Exhibit 3.03 to the Form S-1).
4. Restated Bylaws of the Registrant (incorporated by reference to
Exhibit 3.05 to the Form S-1).
5. Form of Indemnity Agreement entered into between the Registrant
and its directors and officers (incorporated by reference to
Exhibit 10.01 to the Form S-1).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.01 First Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.02 to the
Registrant's registration statement on Form S-1 (File No.
333-83665), declared effective October 5, 1999 (the "Form
S-1")).
4.02 Form of Second Amended and Restated Certificate of Incorporation
of the Registrant, to be filed and effective upon completion of
the Registrant's initial public offering (incorporated by
reference to Exhibit 3.03 to the Form S-1).
4
<PAGE>
4.03 Restated Bylaws of the Registrant (incorporated by reference to
Exhibit 3.05 to the Form S-1).
4.04 Form of Specimen Certificate for the Registrant's common stock
(incorporated by reference to Exhibit 4.01 to the Form S-1).
4.05 Third Amended and Restated Investors Rights Agreement dated July
29, 1998 among the Registrant and certain stockholders named
therein (incorporated by reference to Exhibit 4.04 to the Form
S-1).
4.06 1995 Equity Incentive Plan of the Registrant and related forms
of stock option agreements and stock option exercise agreements
(incorporated by reference to Exhibit 10.02 to the Form S-1).
4.07 1999 Equity Incentive Plan of the Registrant and related forms
of stock option agreements and stock option exercise agreements
(incorporated by reference to Exhibit 10.03 to the Form S-1).
4.08 1999 Employee Stock Purchase Plan of the Registrant and related
enrollment form, notice of suspension and notice of withdrawal
(incorporated by reference to Exhibit 10.04 to the Form S-1).
4.09 Form of Nonqualified Stock Option Agreement entered into between
the Registrant and its officers (incorporated by reference to
Exhibit 10.21 to the Form S-1).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of Independent Accountants.
24.01 Power of Attorney (see page 7).
ITEM 9. UNDERTAKINGS.
The Registrant undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(c) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to the
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(a) and (1)(b) above do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
in the
5
<PAGE>
registration statement, and the offering of the securities at that
time shall be deemed to be the initial bona fide offering of those
securities.
(3) 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered in the registration statement, and the offering
of the securities at that time shall be deemed to be the initial
bona fide offering of those securities.
(5) 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 provisions
discussed in Item 6 hereof, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission this indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
If a claim for indemnification against these 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 the director, officer or controlling person in connection with
the securities being registered under this registration statement,
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
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of
this issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant,
Silicon Image, 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 Cupertino, State of California, on this 6th day
of October, 1999.
SILICON IMAGE, INC.
By: /s/ DAVID D. LEE
---------------------------
David D. Lee
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints David D. Lee, Daniel K. Atler and Andrew
S. Rappaport, and each of them, his true and lawful attorneys-in-fact and agents
with full power of substitution, 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 on Form S-8, 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 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 his or their substitute or substitutes, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- -----
<S> <C> <C>
/s/ DAVID D. LEE President, Chief Executive Officer and Chairman October 6, 1999
- ------------------------------------------------ of the Board (Principal Executive Officer)
DAVID D. LEE
/s/ DANIEL K. ATLER Vice President, Finance and Administration and October 6, 1999
- ------------------------------------------------ Chief Financial Officer (Principal Financial
DANIEL K. ATLER Officer and Principal Accounting Officer)
/s/ SANG-CHUL HAN Director October 6, 1999
- ------------------------------------------------
SANG-CHUL HAN
/s/ RONALD V. SCHMIDT Director October 6, 1999
- ------------------------------------------------
RONALD V. SCHMIDT
/s/ DAVID A. HODGES Director October 6, 1999
- ------------------------------------------------
DAVID A. HODGES
/s/ ANDREW S. RAPPAPORT Director October 6, 1999
- ------------------------------------------------
ANDREW S. RAPPAPORT
/s/ HERBERT CHANG Director October 6, 1999
- ------------------------------------------------
HERBERT CHANG
</TABLE>
7
<PAGE>
EXHIBIT INDEX
EXHIBIT EXHIBIT
NUMBER TITLE
- ------- --------
4.01 First Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.02 to the
Registrant's registration statement on Form S-1 (File No.
333-83665), declared effective October 5, 1999).
4.02 Form of Second Amended and Restated Certificate of Incorporation
of the Registrant, to be filed and effective upon completion of
the Registrant's initial public offering (incorporated by
reference to Exhibit 3.03 to the Form S-1).
4.03 Restated Bylaws of the Registrant (incorporated by reference to
Exhibit 3.05 to the Form S-1).
4.04 Form of Specimen Certificate for the Registrant's common stock
(incorporated by reference to Exhibit 4.01 to the Form S-1).
4.05 Third Amended and Restated Investors Rights Agreement dated July
29, 1998 among the Registrant and certain stockholders named
therein (incorporated by reference to Exhibit 4.04 to the Form
S-1).
4.06 1995 Equity Incentive Plan of the Registrant and related forms of
stock option agreements and stock option exercise agreements
(incorporated by reference to Exhibit 10.02 to the Form S-1).
4.07 1999 Equity Incentive Plan of the Registrant and related forms of
stock option agreements and stock option exercise agreements
(incorporated by reference to Exhibit 10.03 to the Form S-1).
4.08 1999 Employee Stock Purchase Plan of the Registrant and related
enrollment form, notice of suspension and notice of withdrawal
(incorporated by reference to Exhibit 10.04 to the Form S-1).
4.09 Form of Nonqualified Stock Option Agreement entered into between
the Registrant and its officers (incorporated by reference to
Exhibit 10.21 to the Form S-1).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of Independent Accountants.
24.01 Power of Attorney (see page 7).
<PAGE>
Exhibit 5.01
[Letterhead of Fenwick & West LLP]
October 6, 1999
Silicon Image, Inc.
10131 Bubb Road
Cupertino, California 95014
Gentlemen/Ladies:
At your request, we have examined the registration statement on Form
S-8 (the "REGISTRATION STATEMENT") to be filed by you with the Securities and
Exchange Commission (the "SEC") on or about October 5, 1999, under the
Securities Act of 1933, as amended, in order to register an aggregate of
3,852,363 shares of your Common Stock (the "STOCK"). The shares of Stock
consist of: (1) 1,560,000 shares available for issuance under your 1999 Equity
Incentive Plan (the "1999 PLAN"); (2) 250,000 shares available for issuance
under your 1999 Employee Stock Purchase Plan (the "1999 PURCHASE PLAN"); (3)
1,902,363 shares issuable upon the exercise of options granted under the 1995
Equity Incentive Plan (the "1995 PLAN") of your predecessor, Silicon Image,
Inc., a California corporation (the "PREDECESSOR"); and (4) 140,000 shares
issuable upon the exercise of options granted outside your option plans or the
option plans of the Predecessor ("NON-PLAN OPTIONS").
In rendering this opinion, we have examined the following:
(1) your registration statement on Form S-1 (File No. 333-83665), declared
effective by the SEC on October 5, 1999, together with the exhibits
filed therewith, including without limitation the 1995 Plan, 1999
Plan, 1999 Purchase Plan and the agreements and documents related
thereto.
(2) your registration statement on Form 8-A (File No. 000-26887), filed
with the SEC on July 30, 1999 and declared effective on October 5,
1999;
(3) the Registration Statement, together with the exhibits filed as a part
thereof and the prospectuses prepared in connection therewith;
(4) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in your minute
books and in the minute books of the Predecessor that are in our
possession and the stock records for both you and the Predecessor;
<PAGE>
Silicon Image, Inc.
October 5, 1999
Page 2
(5) your Certificate of Incorporation, as amended (the "CERTIFICATE OF
INCORPORATION"), and bylaws, as amended (the "BYLAWS"), and the
Articles of Incorporation and Bylaws of the Predecessor;
(6) a Management Certificate executed by you, addressed to us and dated of
even date herewith, which contains certain factual and other
representations.
We have also confirmed both the continued effectiveness of the Company's
registration under the Securities Exchange Act of 1934, as amended, by telephone
call to the SEC and have confirmed your eligibility to use Form S-8.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all natural persons
executing the same, the lack of any undisclosed termination, modification,
waiver or amendment to any document reviewed by us and the due authorization,
execution and delivery of all documents where due authorization, execution and
delivery are prerequisites to the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from public officials and
records referred to above. We have made no independent investigation or other
attempt to verify the accuracy of any of such information or to determine the
existence or non-existence of any other factual matters; HOWEVER, we are not
aware of any facts that would cause us to believe that the opinion expressed
herein is not accurate.
We are admitted to practice law in the State of California, and we express
no opinion herein with respect to the application or effect of the laws of any
jurisdiction other than the existing laws of the United States of America and
the State of California and the existing Delaware General Corporation Law.
In connection with our opinion expressed below, we have assumed that, at or
prior to the time of the delivery of any shares of Stock, the Registration
Statement will have been declared effective under the Securities Act of 1933, as
amended, that the registration will apply to such shares of Stock and will not
have been modified or rescinded and that there will not have occurred any change
in law affecting the validity or enforceability of such shares of Stock.
Based upon the foregoing, it is our opinion that:
(1) the 1,902,363 shares of Stock that may be issued and sold by you upon
the exercise of options granted under the 1995 Plan, when issued and
sold in accordance with the 1995 Plan, the stock option grant and
exercise agreements
<PAGE>
Silicon Image, Inc.
October 5, 1999
Page 3
entered into thereunder and the Registration Statement, and in the
manner referred to in the Form S-8 prospectus associated with the 1995
Plan and the Registration Statement, will be validly issued, fully
paid and non-assessable;
(2) the 140,000 shares of Stock that may be issued and sold by you upon
the exercise of the Non-Plan Options, when issued and sold in
accordance with the stock option grant and exercise agreements related
thereto and the Registration Statement, and in the manner referred to
in the Form S-8 prospectus associated with the Non-Plan Options and
the Registration Statement, will be validly issued, fully paid and
non-assessable;
(3) the 1,560,000 shares of Stock that may be issued and sold by you upon
the exercise of stock options, the purchase of restricted stock or
awards of stock bonuses that have been or may be awarded by you under
the 1999 Plan, when issued and sold in accordance with the 1999 Plan,
the stock option grant and exercise agreements, restricted stock
purchase agreements and stock bonus agreements entered into or to be
entered into thereunder and the Registration Statement, and in the
manner referred to in the Form S-8 prospectus associated with the 1999
Plan and the Registration Statement, will be validly issued, fully
paid and non-assessable; and
(4) the 250,000 shares of Stock that may be issued and sold by you upon
the exercise of purchase rights granted or to be granted under the
1999 Purchase Plan, when issued and sold in accordance with the 1999
Purchase Plan, stock purchase and other agreements entered into or to
be entered into thereunder and the Registration Statement, and in the
manner referred to in the Form S-8 prospectus associated with the 1999
Purchase Plan and the Registration Statement, will be validly issued,
fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the prospectus constituting a part thereof and any
amendments thereto.
This opinion speaks only as of its date and we assume no obligation to
update this opinion should circumstances change after the date hereof.
Very truly yours,
/s/ Fenwick & West LLP
FENWICK & WEST LLP
<PAGE>
Exhibit 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 14, 1999, except as to Note 11,
which is as of September 9, 1999, relating to the financial statements of
Silicon Image, Inc., which appears in Silicon Image, Inc.'s Registration
Statement on Form S-1 (File No. 333-83665).
/s/ PricewaterhouseCoopers LLP
San Jose, California
October 4, 1999
