<PAGE>
As filed with the Securities and Exchange Commission on September 13, 2000
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
SILICON LABORATORIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-2793174
(State or other jurisdiction
of incorporation or organization) (I.R.S. Employer Identification No.)
4635 BOSTON LANE
AUSTIN, TX 78735
(Address of principal executive offices) (Zip Code)
--------------------
KRYPTON ISOLATION, INC.
1997 STOCK PLAN AND
NON-PLAN STOCK OPTION GRANTS TO CERTAIN INDIVIDUALS
(as assumed by Silicon Laboratories Inc.)
--------------------
NAVDEEP S. SOOCH
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
SILICON LABORATORIES INC.
4635 BOSTON LANE, AUSTIN, TX 78735
(Name and address of agent for service)
(512) 416-8500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================== ================= ========================== ========================== ======================
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) (2) (2) REGISTRATION FEE
------------------------------------- ----------------- -------------------------- -------------------------- ----------------------
<S> <C> <C> <C> <C>
Krypton Isolation, Inc.
1997 Stock Plan
-------------------------------
Common Stock, $0.0001 par value 1,965 shares $35.40 $69,561.00 $18.37
------------------------------------- ----------------- -------------------------- -------------------------- ----------------------
Krypton Isolation, Inc.
Non-Plan Stock Option Grants to
Certain Individuals under written
compensation agreements (3)
--------------------------------
Common Stock, $0.0001 par value 88,484 shares $4.24 $375,172.16 $99.05
------------------------------------- ----------------- -------------------------- -------------------------- ----------------------
TOTAL 90,449 SHARES $117.42
=============
===================================== ================= ========================== ========================== ======================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Krypton Isolation, Inc. 1997
Stock Plan and Non-Plan Option Grants to certain individuals (as assumed by
Registrant) by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of the outstanding
shares of Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the weighted average
exercise price per share of the outstanding options.
<PAGE>
(3) The option grants were made to the following individuals
<TABLE>
<CAPTION>
Name Shares Exercise Price
---- ------ --------------
<S> <C> <C>
Gerard Yurgelites 39,327 $2.29
Zhenyu Liu 39,327 $2.29
Gerard Yurgelites 4,915 $19.84
Zhenyu Liu 4,915 $19.84
</TABLE>
II-2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Silicon Laboratories Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's prospectus under Rule 424(b) filed with the
Commission on March 24, 2000, which prospectus contains audited
financial statements for the fiscal year ended January 1, 2000.
(b) The Registrant's Quarterly Reports on Form 10-Q, filed with the
Commission on April 26, 2000 and July 17, 2000 for the fiscal periods
ended April 1, 2000 and July 1, 2000, respectively;
(c) The Registrant's Current Report on Form 8-K filed with the Commission
on August 11, 2000 (as amended on Form 8-K/A filed with the
Commission on September 8, 2000); and
(d) The Registrant's Registration Statement No. 000-29823 on Form 8-A12G
filed with the Commission on March 7, 2000, in which there is
described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, (the "1934 Act") after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL") provides,
in effect, that any person made a party to any action by reason of the fact that
he is or was a director, officer, employee or agent of Registrant may and, in
certain cases, must be indemnified by Registrant against, in the case of a
non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorneys' fees) incurred by him as a result of
such action, and in the case of a derivative action, against expenses (including
attorneys' fees), if in either type of action he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
Registrant. This indemnification does not apply, in a derivative action, to
matters as to which it is adjudged that the director, officer, employee or agent
is liable to Registrant, unless upon court order it is determined that, despite
such adjudication of liability, but in view of all the circumstances of the
case, he is fairly and reasonably entitled to indemnity for expenses, and, in a
non-derivative action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was unlawful.
Registrant's certificate of incorporation provides that no director of
Registrant shall be liable to Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director to the fullest extent
permitted by the DGCL.
II-1
<PAGE>
Registrant's certificate of incorporation also provides that Registrant
shall indemnify to the fullest extent permitted by Delaware law any and all of
its directors and officers, or former directors and officers, or any person who
may have served at Registrant's request as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise.
The Registrant has entered into indemnification agreements with each
director, pursuant to which the Registrant is obligated, to the extent permitted
by applicable law, to indemnify such directors against all expenses, judgments,
fines and penalties incurred in connection with the defense or settlement of any
actions brought against them by reason of the fact that they were directors or
assumed certain responsibilities at the direction of the Registrant. The
Registrant also purchased directors and officers liability insurance in order to
limit its exposure to liability for indemnification of directors and executive
officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
<TABLE>
<CAPTION>
Number Exhibit
------ -------
<S> <C>
4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's
Registration Statements No. 000-29823 on form 8-A12G which is incorporated herein
by reference pursuant to Item 3(d).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 Krypton Isolation, Inc. 1997 Stock Plan.
99.2 Form of Krypton Isolation, Inc. Stock Option Agreement.
99.3 Form of Krypton Isolation, Inc. Written Compensation Agreement.
99.4 Form of Krypton Isolation, Inc. Non-Qualified Stock Option Agreement.
99.5 Form of Silicon Laboratories Inc. Stock Option Assumption Agreement.
</TABLE>
Item 9. UNDERTAKINGS.
A. 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 (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (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 Krypton
Isolation, Inc. 1997 Stock Plan and Non-Plan Option Grants to certain
individuals (as assumed by Registrant).
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE>
C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the 1933 Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
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 such
director, officer, or controlling person in connection with the securities being
registered, 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 such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Austin, State of Texas on this 13th day of
September, 2000.
SILICON LABORATORIES INC.
By: /s/ Navdeep S. Sooch
----------------------------
Navdeep S. Sooch
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Silicon Laboratories Inc., a
Delaware corporation, do hereby constitute and appoint Navdeep S. Sooch and John
W. McGovern and each of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or any one of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Navdeep S. Sooch Chief Executive Officer and Chairman
----------------------- of the Board of Directors (principal September 13, 2000
Navdeep S. Sooch executive officer)
/s/ John W. McGovern Vice President and Chief Financial
----------------------- Officer (principal financial and September 13, 2000
John W. McGovern accounting officer)
/s/ Jeffrey W. Scott
----------------------- Vice President of Engineering and September 13, 2000
Jeffrey W. Scott Director
II-4
<PAGE>
/s/ David R. Welland
----------------------- Vice President of Technology and September 13, 2000
David R. Welland Director
/s/ William P. Wood
----------------------- Director September 13, 2000
William P. Wood
/s/ H. Berry Cash
----------------------- Director September 13, 2000
H. Berry Cash
/s/ William G. Bock
----------------------- Director September 13, 2000
William G. Bock
</TABLE>
II-5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
SILICON LABORATORIES INC.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Exhibit
------ -------
<S> <C>
4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's
Registration Statements No. 000-29823 on form 8-A12G which is incorporated herein
by reference pursuant to Item 3(d).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 Krypton Isolation, Inc. 1997 Stock Plan.
99.2 Form of Krypton Isolation, Inc. Stock Option Agreement.
99.3 Form of Krypton Isolation, Inc. Written Compensation Agreement.
99.4 Form of Krypton Isolation, Inc. Non-Qualified Stock Option Agreement.
99.5 Form of Silicon Laboratories Inc. Stock Option Assumption Agreement.
</TABLE>
