<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 EMPLOYEE STOCK PURCHASE 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 Per Share (1) Price (1) Fee
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary Shares, NIS 0.01
Nominal Value 86,592 $19.40625 $1,680,426 $443.63
=============================================================================================
</TABLE>
(1) 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. 333-57967) on June 29, 1998, covering 100,000 Ordinary Shares issuable
under Registrant's 1997 Employees' Stock Purchase Plan (the "Registrant
Plan") and (ii) a registration statement on Form S-8 (No. 333-76731) on
April 21, 1999, covering an additional 21,310 shares of the same class of
securities previously registered under the June 29, 1998 Registration
Statement. The Registrant Plan provides for an automatic annual increase
in the number of authorized shares equal to 105% of the number of shares
purchased under the Plan in the previous calendar year (the "Evergreen
Clause"). This registration statement on Form S-8 is filed pursuant to
Rule 413 and is made for the purpose of registering an additional 86,592
shares of the same class of securities previously registered under the
above-referenced registration statement, which increase was effective as of
January 1, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents 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 Report on Form 6-K for the quarter ended March
31, 1999, filed on 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>
Chief Executive Officer February 10, 2000
/s/ Avigdor Willenz (Principal Executive Officer)
- --------------------------------- and Director
Avigdor Willenz
/s/ George A. Hervey Chief Financial Officer February 10, 2000
- --------------------------------- (Principal Financial Officer)
George A. Hervey
/s/ Shoulamit Uzan Financial Controller February 10, 2000
- --------------------------------- (Principal Accounting Officer)
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 February 10, 2000
/s/ Avigdor Willenz (Principal Executive Officer)
- --------------------------------- and Director
Avigdor Willenz
/s/ George A. Hervey Chief Financial Officer February 10, 2000
- --------------------------------- (Principal Financial Officer)
George A. Hervey
/s/ Shoulamit Uzan Financial Controller February 10, 2000
- --------------------------------- (Principal Accounting Officer)
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 Employee Stock Purchase 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 6)
- ---------------------
/1/ Incorporated by reference through Exhibit 4.1 to the Company's registration
statement on Form S-8 filed with the Securities and Exchange Commission on June
29, 1998 (No. 333-57967)
<PAGE>
EXHIBIT 5.1
[LETTER HEAD OF PRIMES, SHILOH, GIVON, MEIR]
February 10, 2000
Galileo Technology Ltd.
c/o Galileo Technology Inc.
1735 North First Street, #308
San Jose, CA 95112
U.S.A.
- -----
Registration Statement of 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
86,592 Ordinary Shares of the Company issuable pursuant to the Company's 1997
Employees' Stock Purchase Plan (the "Plan"), it is our opinion that such
Ordinary Shares of the Company, when issued, sold and fully paid for in
accordance with the Plan (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 Employee Stock Purchase 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
