<PAGE>
As filed with the Securities and Exchange Commission on February 10, 2000
Registration No. _____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GALILEO TECHNOLOGY LTD.
(Exact Name of Registrant as Specified in Its Charter)
Israel Not Applicable
- ---------------------------------------- ---------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Moshav Manof, D.N. Misgav, Israel 20184
- ---------------------------------------- ---------------------------------
(Address of Principal Executive Offices) (Zip Code)
GALILEO TECHNOLOGY LTD. 1997 EMPLOYEES' STOCK OPTION PLAN and
GALILEO TECHNOLOGY LTD. 1997 GTI STOCK OPTION PLAN
--------------------------------------------------
(Full Title of Plan)
Manuel Alba
President
Galileo Technology Inc.
142 Charcot Avenue
San Jose, California 95131
------------------------------
(Name and Address of Agent For Service)
(408) 367-1400
--------------
(Telephone Number, Including Area Code, of Agent For Service)
Copy to: Lior O. Nuchi
McCutchen, Doyle, Brown & Enersen, LLP
3150 Porter Drive
Palo Alto, California 94304-1212
(650) 849-4400
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) Per Share (2) Price (2) Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary Shares, NIS 0.01
Nominal Value 2,879,608 $19.40625 $55,882,392 $14,752.95
=================================================================================================
</TABLE>
(1) In addition to the Ordinary Shares set forth in the table, the amount
to be registered includes an indeterminate number of Ordinary Shares
issuable upon exercise of or in respect of the options, as such number
may be adjusted as the result of stock splits, stock dividends and
antidilution provisions (including adjustments to the option exercise
prices) in accordance with Rule 416.
(2) Estimated solely for the purpose of calculating the registration fee on
the basis of the average of the high and low prices as reported on the
Nasdaq National Market System on February 9, 2000.
<PAGE>
EXPLANATORY NOTE
Registrant previously filed (i) a registration statement on Form S-8
(No. 33-7852) on October 24, 1997, covering 4,230,000 Ordinary Shares
issuable under Registrant's 1997 Employees' Stock Option Plan and 1997 GTI
Stock Option Plan (the "Plans"), (ii) a registration statement on Form S-8
(No. 333-57971) on June 29, 1998, covering an additional 809,656 shares of
the same class of securities previously registered under the October 24,
1997 registration statement, (iii) a registration statement on Form S-8
(No. 333-63203) on September 10, 1998, covering an additional 750,000
shares of the same class of securities previously registered under the
October 24, 1997 registration statement, and (iv) a registration statement
on Form S-8 (No. 333-76735) on April 21, 1999, covering an additional
819,062 shares of the same class of securities previously registered under
the October 24, 1997 registration statement (collectively, the "Prior
Registration Statements"). On August 3, 1999, the shareholders approved an
amendment to the Plans to authorize the issuance of an additional 600,000
shares of the same class of securities previously registered pursuant to
the Plans (the "Amendment"). The allocation of these shares among the
Plans shall be determined by the Board of Directors. Effective September
17, 1999, the Company declared a two-for-one stock split (in the form of a
share dividend). Each of the Plans contains a provision automatically
adjusting the authorized shares available for issuance in the event of a
share dividend. Each of the Plans also contains a provision which
automatically increases the authorized number of shares, on an annual
basis, by an amount equal to four percent of the outstanding Ordinary
Shares of the Company, effective January 1 of each year (an "Evergreen
Clause"). This registration statement, filed pursuant to Rule 413, is made
for the purpose of registering an additional 2,879,608 shares of the same
class of securities previously registered pursuant to the Prior
Registration Statements, including (1) an additional 1,200,000 shares
issuable pursuant to the Amendment and (2) an additional 1,679,608 shares
issuable January 1, 2000 pursuant to the Evergreen Clause.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed or to be filed with the Commission by the
Registrant are incorporated by reference in this Registration Statement:
(a) Registrant's Annual Report on Form 20-F for the fiscal year ended
December 31, 1998.
(b) Registrant's Quarterly Reports on Form 6-K for the quarter ended
March 31, 1999, filed May 18, 1999; June 30, 1999, filed on August 12, 1999;
September 30, 1999, filed on November 19, 1999; and Registrant's Report on Form
6-K dated August 5, 1999, filed on August 12, 1999.
(c) The description of the Ordinary Shares of the Registrant contained in
the Registrant's Registration Statement on Form 8-A dated July 25, 1997.
In addition, 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 offered hereby
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 part thereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits.
<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 San Jose, State of California, on this tenth day
of February, 2000.
GALILEO TECHNOLOGY, LTD.
<TABLE>
<CAPTION>
Name Title Date
- --------------------------------- --------------------------------- -------------------------
<S> <C> <C>
/s/ Avigdor Willenz Chief Executive Officer
- --------------------------------- (Principal Executive Officer) February 10, 2000
Avigdor Willenz and Director
/s/ George A. Hervey Chief Financial Officer
- --------------------------------- (Principal Financial Officer) February 10, 2000
George A. Hervey
Financial Controller
/s/ Shoulamit Uzan (Principal Accounting Officer) February 10, 2000
- ---------------------------------
Shoulamit Uzan
/s/ Manuel Alba President of GTI and Director February 10, 2000
- ---------------------------------
Manuel Alba
/s/ Matty Karp Director February 10, 2000
- ---------------------------------
Matty Karp
/s/ Christopher J. Schaepe Director February 10, 2000
- ---------------------------------
Christopher J. Schaepe
</TABLE>
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints George A. Hervey true and lawful
attorney-in-fact and agent for such person with full power of substitution and
re-substitution on his behalf and in such person's name, place and stead, and in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent 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 in order to
effectuate the same as fully, to all intents and purposes, as he himself might
or could do if personally present, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
- --------------------------------- --------------------------------- -------------------------
<S> <C> <C>
Chief Executive Officer
(Principal Executive Officer)
/s/ Avigdor Willenz and Director February 10, 2000
- ---------------------------------
Avigdor Willenz
Chief Financial Officer
/s/ George A. Hervey (Principal Financial Officer) February 10, 2000
- ---------------------------------
George A. Hervey
Financial Controller
/s/ Shoulamit Uzan (Principal Accounting Officer) February 10, 2000
- ---------------------------------
Shoulamit Uzan
/s/ Manuel Alba President of GTI and Director February 10, 2000
- ---------------------------------
Manuel Alba
/s/ Matty Karp Director February 10, 2000
- ---------------------------------
Matty Karp
/s/ Christopher J. Schaepe Director February 10, 2000
- ---------------------------------
Christopher J. Schaepe
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Number Exhibit
- --------------------------------------------------------------------------------
4.1/1/ Galileo Technology Ltd. 1997 Employees' Stock Option Plan
4.2/2/ Galileo Technology Ltd. 1997 GTI Stock Option Plan
5.1 Opinion regarding legality of securities to be offered
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Primes, Shiloh, Givon, Meir Law Office (see Exhibit
5.1)
24.1 Power of Attorney (See page 5)
- -----------------------------
/1/ Incorporated by reference to the Company's registration statement on Form S-
8 filed with the Securities and Exchange Commission on April 21, 1999 (No. 333-
76735)
/2/ Incorporated by reference to the Company's registration statement on Form S-
8 filed with the Securities and Exchange Commission on April 21, 1999 (No. 333-
76735)
<PAGE>
EXHIBIT 5.1
[Letterhead of PRIMES, SHILOH, GIVON, MEIR LAW OFFICE]
February 10, 2000
Galileo Technology Ltd.
c/o Galileo Technology Inc.
1735 North First Street, #308
San Jose, CA 95112
U.S.A.
- ------
Re: Registration Statement on Form S-8
Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by Galileo
Technology Ltd., an Israeli corporation (the "Company"), with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, related to
an additional number of 2,879,608 Ordinary Shares of the Company issuable
pursuant to the Company's 1997 Employees' Stock Option Plan and the Company's
1997 GTI Stock Option Plan (the "Plans"), it is our opinion that such Ordinary
Shares of the Company, when issued, sold and fully paid for in accordance with
the Plans (provided that they are not offered to the public in Israel), will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Y. Primes
----------------------
Y. Primes, Advocate
Primes, Shiloh, Givon, Meir
Law Office
<PAGE>
Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Galileo Technology Ltd. 1997 Employees' Stock Option Plan
and Galileo Technology Ltd. 1997 GTI Stock Option Plan of our reports dated
January 18, 1999, with respect to the consolidated financial statements and
schedule of Galileo Technology Ltd. included in its Annual Report (Form 20-F)
for the year ended December 31, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Palo Alto, California
February 7, 2000
