<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARTISAN COMPONENTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0278185
- ------------------------- --------------------------------------
(STATE OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.)
1195 BORDEAUX DRIVE
SUNNYVALE, CALIFORNIA 94089
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1993 STOCK OPTION PLAN
1997 EMPLOYEE STOCK PURCHASE PLAN
1997 DIRECTOR OPTION PLAN
(FULL TITLE OF THE PLAN)
ROBERT D. SELVI
VICE PRESIDENT, FINANCE AND
CHIEF FINANCIAL OFFICER
ARTISAN COMPONENTS, INC.
1195 BORDEAUX DRIVE
SUNNYVALE, CALIFORNIA 94089
(408) 734-5600
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
ROSEMARY G. REILLY, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 4,113,637 shares $11.75(1) $48,335,234.75 $14,259.00
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</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on July
29, 1998.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
There are hereby incorporated by reference the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission"):
ITEM 3(a).
The Registrant's Final Prospectus dated and filed with the Commission
on April 29, 1998 pursuant to Rule 424(b) of the Securities Act of 1933, as
amended (the "Securities Act").
ITEM 3(b).
The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934 (the "Exchange Act").
ITEM 3(c).
The description of the Registrant's Common Stock which is contained in
items 1 and 2 of its Registration Statement on Form 8-A filed pursuant to
Section 12(g) of the Exchange Act on January 22, 1998, and any further amendment
or report filed hereafter for the purpose of updating such description.
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 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 hereof
from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law
provides that directors of a corporation will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except for
liability (i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. The Registrant believes that indemnification
under its Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Registrant's Bylaws also permit the Registrant to
secure insurance on behalf of any officer, director, employee or other agent for
any liability arising out of his or her actions in such capacity, regardless of
whether the Registrant would have the power to indemnify him or her against such
liability under the General Corporation Law of Delaware. The Registrant
currently has secured such insurance on behalf of its officers and directors.
The Registrant has entered into agreements to indemnify its directors
and officers, in addition to indemnification provided for in the Registrant's
Bylaws. Subject to certain conditions, these agreements, among other things,
indemnify the Registrant's directors and officers for certain expenses
(including attorney's fees), judgments, fines and settlement amounts incurred by
any such person in any action or proceeding, including any action by or in the
right of the Registrant, arising out of such person's services as a director or
officer of the Registrant, any subsidiary of the Registrant or any other company
or enterprise to which the person provides services at the request of the
Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
II-2
<PAGE>
ITEM 8. EXHIBITS.
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<TABLE>
<CAPTION>
Exhibit
Number Document
- ------- --------
<S> <C>
4.1* 1993 Stock Option Plan, as amended, and forms of agreement
thereunder.
4.2* 1997 Employee Stock Purchase Plan and form of agreement
thereunder.
4.3* 1997 Director Option Plan and form of agreement
thereunder.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
Corporation.
23.1 Consent of PricewaterhouseCoopers, Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
</TABLE>
- -----------------
* Incorporated by reference to the Exhibits filed with the Company's
Registration Statement on Form S-1 (Registration No. 333-41219) as declared
effective by the Securities and Exchange Commission on February 2, 1998.
ITEM 9. UNDERTAKINGS.
------------
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, 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.
II-3
<PAGE>
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Registrant pursuant to the Delaware General Corporation Law, the Certificate
of Incorporation or the Bylaws of Registrant, Indemni fication Agreements
entered into between Registrant and its officers and directors, or otherwise,
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unen forceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
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 hereunder, 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Artisan Components, 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 this 29th day of July, 1998.
ARTISAN COMPONENTS, INC.
By: /s/ Mark R. Templeton
---------------------------------------
Mark R. Templeton
President, Chief Executive Officer and
Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Mark R. Templeton
and Robert D. Selvi his attorneys-in-fact, each with the power of substitution,
for him in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8 (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 all
that each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
II-5
<PAGE>
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Mark R. Templeton President, Chief Executive July 29, 1998
- ------------------------ Officer and Director
(Mark R. Templeton) (Principal Executive
Officer)
/s/ Robert D. Selvi Vice President, Finance and July 29, 1998
- ------------------------ Chief Financial Officer
(Robert D. Selvi) (Principal
Financial and Accounting
Officer)
/s/ Lucio L. Lanza Chairman of the Board of July 29, 1998
- ------------------------ Directors
(Lucio L. Lanza)
/s/ Scott T. Becker Director July 29, 1998
- ------------------------
(Scott T. Becker)
/s/ Dr. Eli Harari Director July 29, 1998
- ------------------------
(Dr. Eli Harari)
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- ------ ------- ------------
<C> <S> <C>
4.1* 1993 Stock Option Plan, and forms of agreement thereunder.....
4.2* 1997 Employee Stock Purchase Plan and form of agreement
thereunder....................................................
4.3* 1997 Director Option Plan and form of agreement thereunder....
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
Corporation...................................................
23.1 Consent of PricewaterhouseCoopers, Independent Accountants....
23.2 Consent of Counsel (included in Exhibit 5.1)..................
24.1 Power of Attorney (see page II-4).............................
</TABLE>
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* Incorporated by reference to the Exhibits filed with the Company's
Registration Statement on Form S-1 (Registration No. 333-41219) as declared
effective by the Securities and Exchange Commission on February 2, 1998.
<PAGE>
Exhibit 5.1
-----------
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
JOHN ARNOT WILSON
RETIRED
July 30, 1998
Artisan Components, Inc.
1195 Bordeaux Drive
Sunnyvale, CA 94089
RE: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about July 30, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 4,113,637 shares of your
Common Stock under the 1993 Stock Option Plan, the 1997 Employee Stock Purchase
Plan, and the 1997 Director Option Plan. Such shares of Common Stock are
referred to herein as the "Shares", and such plans and compensation agreements
are referred to herein as the "Plans". As your counsel in connection with this
transaction, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the issuance and sale
of the Shares pursuant to the Plans.
It is our opinion that, when issued and sold in the manner described in the
Plans and pursuant to the agreements which accompany each grant under the Plans,
the Shares will be legally and validly issued, fully-paid and non-assessable.
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 and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
Exhibit 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-8 of our reports dated November 27, 1997, except for Notes 14 and 15,
for which the date is January 12, 1998, on our audits of the financial
statements and financial statement schedule of Artisan Components, Inc. as of
September 30, 1997 and 1996 and for the years ended September 30, 1997, 1996 and
1995, which reports are included in the Form S-1 (File No. 333-50243) of Artisan
Components, Inc.
/s/ PricewaterhouseCoopers LLP
San Jose, California
July 30, 1998
