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As filed with the Securities and Exchange Commission on June 16, 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 LABORATORIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-2793174
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4635 BOSTON LANE
AUSTIN, TEXAS 78735
(Address of principal executive offices) (Zip Code)
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SILICON LABORATORIES INC.
2000 STOCK INCENTIVE PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
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NAVDEEP S. SOOCH
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
SILICON LABORATORIES INC.
4635 BOSTON LANE
AUSTIN, TEXAS 78735
(Name and address of agent for service)
(512) 416-8500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
REGISTERED (1) PRICE PER SHARE (2) AGGREGATE OFFERING REGISTRATION FEE
PRICE (2)
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<S> <C> <C> <C> <C>
2000 STOCK INCENTIVE PLAN 5,389,498 shares $60.63 $326,765,263.70 $86,266.03
Common Stock, $0.0001 par value
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EMPLOYEE STOCK PURCHASE PLAN 400,000 shares $60.63 $ 24,252,000.00 $ 6,402.53
Common Stock, $0.0001 par value
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Aggregate Registration Fee: $92,668.56
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Silicon Laboratories Inc. 2000
Stock Incentive Plan and Employee Stock Purchase Plan 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 average of the high
and low selling prices per share of Registrant's Common Stock on
June 13, 2000, as reported by the Nasdaq National Market.
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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 "SEC"):
(a) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 1, 2000, filed with the SEC on April 26,
2000;
(b) The Registrant's Prospectus filed with the SEC pursuant to
Rule 424(b) promulgated under the Securities Act of 1933, as
amended, (the "1933 Act") filed with the SEC on March 24,
2000, in connection with the Registrant's Registration
Statement No. 333-94853, in which there is set forth the
audited financial statements for the Registrant's fiscal year
ended January 1, 2000; and
(c) The Registrant's Registration Statement No. 000-29823 on Form
8-A12G filed with the SEC 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 the
Registrant may and, in some cases, must be indemnified by the 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 the 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 the 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 no reasonable
cause to believe his conduct was unlawful.
The Registrant's certificate of incorporation, provides that no
director shall be liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director to the fullest extent
permitted by the
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DGCL. The Registrant's bylaws require it to indemnify its directors and
executive officers to the fullest extent permitted by Delaware law. The
Registrant has entered into indemnification agreements with all of its
directors and executive officers and has purchased directors' and officers'
liability insurance.
Reference is made to the underwriting agreement filed as Exhibit 1.1
to Registrant's Registration Statement No. 333-94853, pursuant to which the
underwriters have agreed to indemnify the Registrant's officers and directors
against certain liabilities under the Securities Act.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
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Number Exhibit
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<S> <C>
4 Instruments Defining Rights of Stockholders. Reference is made
to Registrant's Registration Statement No. 000-29823 on Form
8-A12G which is incorporated herein by reference pursuant to
Item 3(c).
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 Silicon Laboratories Inc. 2000 Stock Incentive Plan.
99.2 Silicon Laboratories Inc. Employee Stock Purchase Plan.
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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 Silicon Laboratories Inc. 2000 Stock
Incentive Plan and Employee Stock Purchase Plan.
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.
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 indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC,
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,
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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.
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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 15th day of June, 2000.
SILICON LABORATORIES INC.
By: /s/ Navdeep S. Sooch
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Navdeep S. Sooch
Chief Executive Officer and
Chairman of the Board of Directors
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, Chief Executive Officer, and John W. McGovern, Chief Financial
Officer, 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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Navdeep S. Sooch Chief Executive Officer and Chairman of the June 15, 2000
-------------------------------------- Board of Directors (Principal Executive
Navdeep S. Sooch Officer)
/s/ John W. Mgovern Vice President and Chief Financial Officer June 15, 2000
-------------------------------------- (Principal Financial and Accounting Officer)
John W. McGovern
/s/ Jeffrey W. Scott Vice President of Engineering and Director June 15, 2000
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Jeffrey W. Scott
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/s/ David R. Welland Vice President of Technology and June 15, 2000
-------------------------------------- Director
David R. Welland
/s/ Willian P. Wood Director June 15, 2000
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William P. Wood
/s/ H. Berry Cash Director June 15, 2000
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H. Berry Cash
/s/ William G. Bock Director June 15, 2000
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William G. Bock
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
SILICON LABORATORIES INC.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Exhibit
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<S> <C>
4 Instruments Defining Rights of Stockholders. Reference is made
to Registrant's Registration Statement No. 000-29823 on Form
8-A12G which is incorporated herein by reference pursuant to
Item 3(c).
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 Silicon Laboratories Inc. 2000 Stock Incentive Plan.
99.2 Silicon Laboratories Inc. Employee Stock Purchase Plan.
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