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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SILICON IMAGE, INC.
(Exact name of the Registrant as specified in its charter)
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<S> <C>
DELAWARE 77-0517246
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or
organization)
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1060 EAST ARQUES AVE.
SUNNYVALE, CALIFORNIA 94086
(Address of principal executive offices, including zip code)
OPTIONS OF DVDO, INC. ASSUMED
BY REGISTRANT
DAVID D. LEE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SILICON IMAGE, INC.
1060 EAST ARQUES AVE.
SUNNYVALE, CALIFORNIA 94086
(408) 616-4000
(Name, address and telephone number,
including area code, of agent for service)
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COPY TO:
DAVID K. MICHAELS, ESQ.
ANDREW LUH, ESQ.
FENWICK & WEST LLP
TWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306
(650) 494-0600
(Counsel to the Registrant)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 52,492(1) $1.57(2) $82,150 $22.00
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(1) Represents shares subject to outstanding options under the DVDO, Inc. 1997
Stock Option Plan. This number and any others related to the market price of
the Registrant's Common Stock reflect the 2-for-1 stock split for which the
record date was July 28, 2000 and the payment date was August 18, 2000.
(2) Calculated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee, based on the aggregate exercise price of the options to
which this registration statement relates.
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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 Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 filed with the Commission on March 30, 2000.
(b) The Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 2000 and filed with the Commission on May 15, 2000.
(c) The Registrant's Amended Quarterly Report on Form 10-Q/A for the period
ended March 31, 2000 filed with the Commission on May 19, 2000.
(d) The Registrant's Current Report filed on Form 8-K filed with the
Commission on July 21, 2000.
(e) The Registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 2000 filed with the Commission on August 14, 2000
(f) 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.
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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.
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 has also obtained 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), declared effective October 5, 1999 (the "Form S-1"), provides
for indemnification by the underwriters of the Registrant and its directors and
officers for certain liabilities under the Securities Act of 1933, 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 Form S-1).
2. Second Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.03 to the Form S-1).
3. Restated Bylaws of the Registrant (incorporated by reference to
Exhibit 3.05 to the Form S-1).
4. 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 Second Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.03 to the Form S-1).
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4.02 Restated Bylaws of the Registrant (incorporated by reference to
Exhibit 3.05 to the Form S-1).
4.03 Form of Specimen Certificate for the Registrant's common stock
(incorporated by reference to Exhibit 4.01 to the Form S-1).
4.04 Third Amended and Restated Investors Rights Agreement dated as of
July 29, 1998 among the Registrant and certain stockholders named
therein (incorporated by reference to Exhibit 4.04 to the Form S-1).
4.05 Form of DVDO, Inc. Stock Option Acceptance Letter granted by DVDO, Inc.
under its 1997 Stock Option Plan and assumed by Registrant.
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.
23.03 Consent of Independent Accountants.
24.01 Power of Attorney (see page 6).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby 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
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.
The undersigned Registrant hereby undertakes 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
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offering of the securities at that time shall be deemed to be the initial bona
fide offering of those securities.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
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.
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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 Sunnyvale, State of California, on this 29th day
of August, 2000.
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<S> <C> <C>
SILICON IMAGE, INC.
By: /s/ DAVID D. LEE
-----------------------------------------
David D. Lee
CHIEF EXECUTIVE OFFICER
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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.
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ DAVID D. LEE President, Chief Executive Officer
------------------------------------ and Chairman of the Board August 29, 2000
David D. Lee (Principal Executive Officer)
Vice President, Finance and
/s/ DANIEL K. ATLER Administration and Chief Financial
------------------------------------ Officer (Principal Financial August 29, 2000
Daniel K. Atler Officer and Principal Accounting
Officer)
/s/ SANG-CHUL HAN
------------------------------------ Director August 29, 2000
Sang-Chul Han
</TABLE>
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ RONALD V. SCHMIDT
------------------------------------ Director August 29, 2000
Ronald V. Schmidt
/s/ DAVID A. HODGES
------------------------------------ Director August 29, 2000
David A. Hodges
/s/ ANDREW S. RAPPAPORT
------------------------------------ Director August 29, 2000
Andrew S. Rappaport
/s/ HERBERT CHANG
------------------------------------ Director August 29, 2000
Herbert Chang
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT TITLE
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4.01 Second Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit 3.03 to
the Form S-1).
4.02 Restated Bylaws of the Registrant (incorporated by reference
to Exhibit 3.05 to the Form S-1).
4.03 Form of Specimen Certificate for the Registrant's common
stock (incorporated by reference to Exhibit 4.01 to the Form
S-1).
4.04 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).
4.05 Form of DVDO, Inc. Stock Option Acceptance Letter granted by
DVDO, Inc. under its 1997 Stock Option Plan and assumed by
Registrant.
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.
23.03 Consent of Independent Accountants.
24.01 Power of Attorney (see page 6).
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