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As filed with the Securities and Exchange Commission on November 13, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MMC NETWORKS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0319809
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
1134 EAST ARQUES AVENUE
SUNNYVALE, CALIFORNIA 94086
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1993 STOCK OPTION PLAN
1997 STOCK PLAN
1997 DIRECTORS' OPTION PLAN
1997 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
PRABHAT K. DUBEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MMC NETWORKS, INC.
1134 EAST ARQUES AVENUE
SUNNYVALE, CALIFORNIA 94086
(408) 731-1600
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
AARON J. ALTER, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
AMOUNT PROPOSED PROPOSED AMOUNT OF
TITLE OF SECURITIES TO TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PRICE PER SHARE (1) OFFERING PRICE FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock issuable under the 1993
Stock Option Plan 5,310,668 $ 2.34/sh(2) $12,426,962.12
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable under the 1997
Stock Plan 1,500,000 $21.00(3) $31,500,000.00
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Common Stock issuable under
1997 Directors' Option Plan 150,000 $21.00(3) $ 3,150,000.00
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable under
1997 Employee Stock Purchase Plan 300,000 $21.00(3) $ 6,300,000.00
- ----------------------------------------------------------------------------------------------------------------------------------
Total shares of Common Stock 7,260,668 $21.00(3) $53,376,962.12 $16,174.84
==================================================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee.
(2) Based upon the weighed average exercise price of the 5,310,668 shares
subject to outstanding options under the 1993 Stock Option Plan.
(3) Based upon the average of the high and low price per share in trading on the
Nasdaq Stock Market on November 11, 1997.
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MMC NETWORKS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
There are hereby incorporated by reference into this Registration Statement
and into the Prospectuses relating to this Registration Statement pursuant to
Rule 428 the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):
1. The Registrant's Prospectus, filed with the Commission on October 29,
1997, pursuant to Rule 424(b) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
2. The description of Registrant's Common Stock contained in Registrant's
Registration Statement on Form 8-A filed with the Commission on August 22, 1997,
including any amendment or report filed for purposes of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which registers all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
-------------------------
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
The validity of the shares of Common Stock being registered hereby is
being passed upon for the Registrant by Wilson, Sonsini, Goodrich & Rosati,
Professional Corporation, Palo Alto, California. Certain current and former
members of Wilson Sonsini Goodrich & Rosati, P.C., or
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investment partnerships of which such persons are partners, beneficially own an
aggregate of 113,418 shares of the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
As permitted by Section 145 of the Delaware General Corporation Law
(the "DGCL"), the Registrant's Certificate of Incorporation provides that each
person who is or was or who had agreed to become a director or officer of the
Registrant or who had agreed at the request of the Registrant's Board of
Directors or an officer of the Registrant to serve as an employee or agent of
the Registrant or as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified by the Registrant to the full extent permitted by the DGCL or any
other applicable laws. Such Certificate of Incorporation also provides that the
Registrant may enter into one or more agreements with any person which provides
for indemnification greater or different than that provided in such Certificate,
and that no amendment or repeal of such Certificate shall apply to or have any
effect on the right to indemnification permitted or authorized thereunder for or
with respect to claims asserted before or after such amendment or repeal arising
from acts or omissions occurring in whole or in part before the effective date
of such amendment or repeal.
The Registrant's Bylaws provide that the Registrant shall indemnify to the
full extent authorized by law any person made or threatened to be made a party
to an action or a proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he, his testator or intestate was or
is a director, officer or employee of the Registrant or any predecessor of the
Registrant or serves or served any other enterprise as a director, officer or
employee at the request of the Registrant or any predecessor of the Registrant.
The Registrant has entered into an indemnification agreement with each of
its directors and certain of its officers.
The Registrant intends to purchase and maintain insurance on behalf of any
person who is a director or officer against any loss arising from any claim
asserted against him and incurred by him in any such capacity, subject to
certain exclusions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not Applicable.
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ITEM 8. EXHIBITS
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Exhibit
Number Document
- ------ -----------------------------------------------------------------
4.1* Registrant's 1993 Stock Option Plan
4.2* Registrant's 1997 Stock Plan.
4.3* Registrant's 1997 Directors' Option Plan.
4.4* Registrant's 1997 Employee Stock Purchase Plan.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of Price Waterhouse LLP, Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 6).
- --------------------------
(*) Previously filed as an exhibit to Registrant's Registration Statement on
Form S-1 (File No. 333-34005), declared effective October 28, 1997.
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 to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act or 1933, as amended (the "Securities 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.
(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
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934 that is incorporated by reference in the 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 Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the items described in Item 6 of Part II of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as
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expressed in the Securities 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
Securities 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, the Registrant,
MMC Networks, Inc., 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 the 13th day
of November, 1997.
MMC NETWORKS, INC.
By: /s/ UDAY BELLARY
--------------------------------------------
Uday Bellary, Vice President, Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Prabhat K. Dubey and Uday Bellary and each of
them, acting individually, as his attorney-in-fact, with full power of
substitution, for him and in any and all capacities, to sign any and all
amendments to this Registration Statement (including post-effective amendments)
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to any and all amendments to the Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
- ----------------------- ----------------------------------- ------------------
/s/ PRABHAT K. DUBEY President, Chief Executive November 13, 1997
- ----------------------- Officer and Director (the Principal
Prabhat K. Dubey Executive Officer)
/s/ UDAY BELLARY Vice President, Finance and November 13, 1997
- -----------------------
Uday Bellary Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/ AMOS WILNAI Chairman November 13, 1997
- -----------------------
Amos Wilnai
/s/ JOHN G. ADLER Director November 13, 1997
- -----------------------
John G. Adler
/s/ IRWIN FEDERMAN Director November 13, 1997
- -----------------------
Irwin Federman
/s/ ANDREW S. RAPPAPORT Director November 13, 1997
- ------------------------
Andrew S. Rappaport
/s/ GEOFFREY Y. YANG Director November 13, 1997
- ------------------------
Geoffrey Y. Yang
6
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INDEX TO EXHIBITS
-----------------
Number Description
- ------------ ----------------------------------------------------------------
4.1* Registrant's 1993 Stock Option Plan.
4.2* Registrant's 1997 Stock Plan.
4.3* Registrant's 1997 Directors' Option Plan.
4.3* Registrant's 1997 Employee Stock Purchase Plan.
5.1 Opinion of counsel as to legality of Securities being registered
23.1 Consent of Price Waterhouse LLP, Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 6).
__________________
(*) Previously filed as an Exhibit to Registrant's Registration Statement on
Form S-1 (File No. 333-34005), declared effective October 28, 1997.
<PAGE>
EXHIBIT 5.1
November 13, 1997
MMC Networks, Inc.
1134 East Arques Avenue
Sunnyvale, CA 94086
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined (i) the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by MMC Networks, Inc., a Delaware
corporation (the "Company" or "you"), with the Securities and Exchange
Commission on or about November 13, 1997 in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of an aggregate of:
(A) 5,310,668 shares of Common Stock reserved for issuance upon exercise of
options granted under the Company's 1993 Stock Option Plan (the "1993 Stock
Plan"), (B) 1,500,000 shares of Common Stock reserved for issuance under the
Company's 1997 Stock Plan (the "Stock Plan"), (C) 150,000 shares of Common Stock
reserved for issuance under the Company's 1997 Directors' Option Plan (the
"Directors' Plan"), (C) 300,000 shares of Common Stock reserved for issuance
under the Company's 1997 Employee Stock Purchase Plan (the "Purchase Plan")
(all such shares of Common Stock being hereinafter referred to as the "Shares"),
and (ii) the Prospectuses dated November 11, 1997 that relate to the 1993 Stock
Plan, Director Plan, Purchase Plan and Stock Plan and to such Registration
Statement pursuant to Rule 428(a)(1) promulgated under the Act (the
"Prospectuses"). As your legal counsel, we have reviewed the actions proposed
to be taken by you in connection with the proposed sale and issuance of the
Shares by the Company under the 1993 Stock Plan, the Stock Plan, Directors' Plan
and the Purchase Plan.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken, by you prior to the issuance of
the Shares pursuant to the Registration Statement, the Prospectuses and the 1993
Stock Plan, Stock Plan, Directors' Plan and Purchase Plan, and upon completion
of the actions being taken in order to permit such transactions to be carried
out in accordance with the securities laws of the various states where required,
the Shares will be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, the Prospectuses and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 12, 1997, except for the
reincorporation in Delaware described in Note 1 which is as of October 15,
1997, which appears on page F-2 of the Registration Statement on Form S-1
dated October 28, 1997 of MMC Networks, Inc., which is incorporated in this
Registration Statement on Form S-8. We also consent to the application of such
report to the Financial Statement Schedule for the three years ended December
31, 1997 and the nine months ended September 30, 1997 listed under item 16(b)
of the Registration Statement on Form S-1, when such schedule is read in
conjunction with the financial statements referred to in our report. The audit
referred to in such report also included this schedule.
/s/ PRICE WATERHOUSE LLP
San Jose, California
November 11, 1997
