<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 2000
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)
<TABLE>
<S> <C>
DELAWARE 77-0517246
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
1060 EAST ARQUES AVE.
SUNNYVALE, CALIFORNIA 94086
(Address of principal executive offices, including zip code)
1999 EQUITY INCENTIVE PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
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)
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)
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value.... 1,544,571(1) $41.75(2) $64,485,840 $17,025
</TABLE>
(1) Represents an aggregate of 1,287,143 additional shares available for
issuance under the 1999 Equity Incentive Plan and 257,428 additional shares
available for issuance under the 1999 Employee Stock Purchase Plan.
(2) Estimated as of April 25, 2000 pursuant to Rule 457(c) solely for the
purpose of calculating the registration fee, based on the average of the
high and low prices of the Registrant's common stock as reported by the
Nasdaq National Market on April 25, 2000.
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- --------------------------------------------------------------------------------
<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 Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 filed with the Commission on March 30, 2000.
(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.
II-1
<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 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
<TABLE>
<C> <S>
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 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).
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
4.06 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).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP, independent
accountants.
24.01 Power of Attorney (see page II-5).
</TABLE>
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 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.
II-3
<PAGE>
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.
II-4
<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 Sunnyvale, State of California, on this 27(th)
day of April, 2000.
<TABLE>
<S> <C> <C>
SILICON IMAGE, INC.
By: /s/ DAVID D. LEE
-----------------------------------------
David D. Lee
CHIEF EXECUTIVE OFFICER
</TABLE>
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
--------- ----- ----
<C> <S> <C>
President, Chief Executive
/s/ DAVID D. LEE Officer and Chairman of the
------------------------------------------- Board (Principal Executive April 27, 2000
DAVID D. LEE Officer)
Vice President, Finance and
/s/ DANIEL K. ATLER Administration and Chief
------------------------------------------- Financial Officer (Principal April 27, 2000
DANIEL K. ATLER Financial Officer and
Principal Accounting Officer)
/s/ SANG-CHUL HAN
------------------------------------------- Director April 27, 2000
SANG-CHUL HAN
/s/ RONALD V. SCHMIDT
------------------------------------------- Director April 27, 2000
RONALD V. SCHMIDT
/s/ DAVID A. HODGES
------------------------------------------- Director April 27, 2000
DAVID A. HODGES
/s/ ANDREW S. RAPPAPORT
------------------------------------------- Director April 27, 2000
ANDREW S. RAPPAPORT
/s/ HERBERT CHANG
------------------------------------------- Director April 27, 2000
HERBERT CHANG
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- --------------------- -------------
<C> <S>
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 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).
4.06 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).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of PricewaterhouseCoopers LLP, independent
accountants.
24.01 Power of Attorney (see page II-5).
</TABLE>
<PAGE>
EXHIBIT 5.01
[LETTERHEAD OF FENWICK & WEST LLP]
April 26, 2000
Silicon Image, Inc.
1060 East Arques Ave.
Sunnyvale, California 94086
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 April 27, 2000, under the Securities
Act of 1933, as amended, in order to register an aggregate of 1,544,571 shares
of your Common Stock (the "STOCK"). The shares of Stock consist of:
(1) 1,287,143 additional shares available for issuance under your 1999 Equity
Incentive Plan (the "1999 PLAN") and (2) 257,428 additional shares available for
issuance under your 1999 Employee Stock Purchase Plan (the "1999 PURCHASE
PLAN").
In rendering this opinion, we have examined the following:
(1) the Registration Statement, together with the exhibits filed as a part
thereof or incorporated therein by reference (including without
limitation the 1999 Plan, 1999 Purchase Plan and the agreements and
documents related thereto) and the prospectuses prepared in connection
therewith;
(2) your Second Amended and Restated Certificate of Incorporation (filed
with the Secretary of State of Delaware on October 12, 1999) and Restated
Bylaws (certified by you on April 26, 2000);
(3) 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 Silicon Image, Inc., a California
corporation (the "PREDECESSOR") that are in our possession;
(4) a Management Certificate executed by you, addressed to us and dated of
even date herewith, which contains certain factual and other
representations (including without limitation representations as to the
number of outstanding shares of capital stock, number of shares of
capital stock subject to outstanding options and warrants and number of
shares of capital stock reserved for issuance pursuant to the 1999 Plan
and 1999 Purchase Plan, in each case as of April 26, 2000); and
(5) a certificate from your transfer agent as to the number of outstanding
shares of your common stock as of April 26, 2000.
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.
<PAGE>
Silicon Image, Inc.
April 26, 2000
Page 2
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, with respect to the validity of corporate action
and the requirements for the issuance of stock, of the State of Delaware.
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, 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 1,287,143 additional shares of Stock that may be issued and sold by
you upon (i) the exercise of stock options, (ii) the purchase of
restricted stock or (iii) awards of stock bonuses that have been or may
be awarded by you under the 1999 Plan, when issued, sold and delivered 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 in the
manner and for the consideration 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
(2) the 257,428 additional 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, sold and delivered in accordance
with the 1999 Purchase Plan, stock purchase and other agreements entered
into or to be entered into thereunder, and in the manner and for the
consideration 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 prospectuses 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. This opinion is intended solely for use in connection with issuance and
sale of shares subject to the Registration Statement and is not to be relied
upon for any other purpose.
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 January 27, 2000 relating to the
financial statements, which appears in Silicon Image, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Jose, California
April 26, 2000
