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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FAROUDJA, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0444978
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
750 PALOMAR AVENUE, SUNNYVALE, CALIFORNIA 94086
(Address of Registrant's Principal Executive Offices) (Zip Code)
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FAROUDJA, INC. 1997 PERFORMANCE STOCK OPTION PLAN
(Full title of the plans)
KENNETH S. BOSCHWITZ
VICE PRESIDENT-BUSINESS DEVELOPMENT
AND GENERAL COUNSEL
FAROUDJA, INC.
750 Palomar Avenue
Sunnyvale, California 94086
(408) 735-1492
(Name, address and telephone number of agent for service)
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With a copy to:
MARK A. BONENFANT, ESQ.
BUCHALTER, NEMER, FIELDS & YOUNGER,
A PROFESSIONAL CORPORATION
601 South Figueroa Street, Suite 2400
Los Angeles, California 90017
(213) 891-0700
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CALCULATION OF REGISTRATION FEE
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- --------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER UNIT (2) OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par
value per share 400,000 shares $2.94 $1,176,000 $326.92
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
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(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as
amended, this registration statement also covers any additional securities
to be offered or issued in connection with a stock split, stock dividend or
similar transaction.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and is calculated based on the closing price of the
Company's Common Stock on The NASDAQ Stock Market on October 20, 1998.
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PART II-INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The information contained in the S-8 Registration Statement filed by
Faroudja, Inc., a Delaware corporation (the "Registrant"), Registration File
No. 333-50811 filed with the Securities and Exchange Commission on April 23,
1998 (the "April Registration") is incorporated herein by reference. This
Registration Statement relates to an amendment to the Registrant's 1997
Performance Stock Option Plan (the "Performance Plan") to increase the
aggregate number of shares issuable thereunder from 725,000 to 1,125,000 as
approved by the Registrant's stockholders at the 1998 Annual Meeting of
Stockholders on June 10, 1998.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed or to be filed by the
Registrant with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:
(a) The Registrant's Annual Report on Form 10-K as filed with the
Commission for the year ended December 31, 1997;
(b) The Registrant's Quarterly Reports on Form 10-Q as filed with the
Commission for the quarters ended March 31, 1998 and June 30, 1998;
(c) The description of the Common Stock of the Registrant contained in
the Company's Registration Statement on Form 8-A (Reg. No. 0-23104), filed by
the Company on September 19, 1997 pursuant to 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 other documents filed by the Registrant subsequent to the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the respective dates of filing of such documents. Any
statement contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superceded for purposes of this Registration
Statement to the extent that a statement contained in any subsequently filed
documents which also is or is deemed to be incorporated by reference herein
modifies or supercedes such statement. Any such statement so modified or
superceded shall not be deemed, except as so modified or superceded, to
constitute a part of this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby will be passed upon for
the Company by Buchalter, Nemer, Fields & Younger, a Professional
corporation, Los Angeles, California. Stuart D. Buchalter, of counsel to
Buchalter, Nemer, Fields & Younger, is one of the Company's directors and
beneficially owns 10,929 shares of Common Stock and options to purchase 6,515
shares of Common Stock granted pursuant to the Registrant's 1997 Non-Employee
Directors Stock Option Plan.
ITEM 8. EXHIBITS.
The information on Item 8 "Exhibits" in the previous S-8 is supplemented as
follows:
Exhibit
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
5.1 - Opinion of Buchalter, Nemer, Fields & Younger, a
Professional Corporation
23.1 - Consent of Ernst & Young LLP, Independent Auditors
23.2 - Consent of Buchalter, Nemer, Fields & Younger, a
Professional Corporation (included in its opinion filed as
Exhibit 5.1)
99.1 - Second Amendment to the 1997 Performance Stock Option Plan
of Faroudja, Inc.
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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 Sunnyvale, state of California on
this 26th day of October, 1998.
FAROUDJA, INC.
By: /s/ Glenn W. Marschel, Jr.
--------------------------
Glenn W. Marschel, Jr.
President
Pursuant to the requirements of the Securities Act of 1933, this
registration has been signed by the following persons in the capacities and
on the date indicated.
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<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Glenn W. Marschel, Jr. Chief Executive Officer, October 26, 1998
- ------------------------------ President and Director
Glenn W. Marschel, Jr.
/s/ Robert A. Sheffield Vice President-Finance October 26, 1998
- ------------------------------ and Chief Financial Officer
Robert A. Sheffield
/s/ Yves Faroudja Chief Technical Officer, Director October 26, 1998
- ------------------------------ and Chairman of the Executive
Yves Faroudja Committee
- ------------------------------ Director October __, 1998
Merv L. Adelson
/s/ Stuart D. Buchalter Director October 26, 1998
- ------------------------------
Stuart D. Buchalter
/s/ Kevin B. Kimberlin Director October 26, 1998
- ------------------------------
Kevin B. Kimberlin
- ------------------------------ Director October __, 1998
Matthew D. Miller
- ------------------------------ Director October __, 1998
William N. Sick
/s/ William J. Turner Director October 26, 1998
- ------------------------------
William J. Turner
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EXHIBIT 5.1
File Number: F1088-0017
Direct Dial Number: (213) 891-5020
E-Mail Address: [email protected]
October 26, 1998
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Office of Applications and Reports Services
Re: Faroudja, Inc.
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Faroudja, Inc., a Delaware corporation (the
"Company"), in connection with the registration of 400,000 shares of common
stock, $.001 par value (the "Shares") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended, (the
"1933 Act"), pursuant to a registration statement on Form S-8 (the "Registration
Statement"). The Shares are registered on behalf of the Company and will be
issued pursuant to the 1997 Performance Stock Option Plan (the "Plan").
This opinion is being delivered in accordance with the requirements of Item
601(b)(5)(i) of Regulation S-K under the 1933 Act.
In our capacity as counsel to the Company, we have reviewed such documents
and made such inquiries as we have reasonably deemed necessary to enable us to
render the opinion expressed below. In all such reviews, we have made certain
customary assumptions such as the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the lack of any
undisclosed modifications, waivers, or amendments to any documents reviewed by
us and the conformity to authentic original documents of all documents submitted
to us as conformed or photostatic copies. For purposes of rendering this
opinion, we have investigated such questions of law as we have deemed necessary.
On the basis of the foregoing, and in reliance thereon and subject to the
assumptions, qualifications, exceptions and limitations expressed herein, we are
of the opinion that when the Shares are issued in accordance with the terms of
the Plan, the Shares will be duly authorized, legally issued, fully paid and
non-assessable.
This opinion is limited to the present laws of the State of California and
of the United States of America, and the corporate law of the State of Delaware.
This opinion is solely for your information in connection with the offer
and sale of the Shares by the Company, and is not, without the prior written
consent of this firm, to be quoted in full or in part or otherwise referred
to in any documents nor to be filed with any governmental agency or other
persons, other than with the Commission and various state securities
administrators in connection with the qualification of the Shares, to which
reference and filings we hereby consent.
Very truly yours,
BUCHALTER, NEMER, FIELDS & YOUNGER
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) of Faroudja, Inc., pertaining to the 1997 Performance
Stock Option Plan, of our report dated January 29, 1998 with respect to the
consolidated financial statements of Faroudja, Inc. incorporated by reference
in its Annual Report (Form 10-K) for the year ended December 31, 1997, and
the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Palo Alto, California
October 20, 1998
<PAGE>
EXHIBIT 99.1
SECOND AMENDMENT TO THE
1997 PERFORMANCE STOCK OPTION PLAN OF
FAROUDJA, INC.
The 1997 Performance Stock Option Plan of Faroudja, Inc. as adopted on
January 2, 1997 and amended on June 13, 1997 is amended as provided herein and
except as so amended, the 1997 Performance Stock Option Plan remains in full
force and effect.
1. Article III Paragraph 3.1 is amended and restated in its entirety
to read as follows:
3.1 NUMBER OF SHARES AVAILABLE. The total number of shares of Common
Stock which are available for granting Options hereunder shall be One
Million One Hundred Twenty-Five Thousand (1,125,000) (subject to
adjustment as provided below in Section 3.3 and in Article VIII
hereof)."
2. Article V, Paragraph 5.2.4 shall be added in its entirety to read
as follows:
"5.2.4 no Options may be granted to any Person in any one taxable year
of the Company in excess of 500,000 shares of Common Stock."
