ARTISAN COMPONENTS INC
S-8, 1999-10-22
SEMICONDUCTORS & RELATED DEVICES
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<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 1999
                                                     REGISTRATION NO. 333-
================================================================================

                       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
                            (FULL TITLE OF THE PLAN)

                                MARK R. TEMPLETON
                                  PRESIDENT AND
                             CHIEF EXECUTIVE 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>
                                                              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       2,229,275 shares         $7.5625(1)        $16,858,892.00       $4,687.00
</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 October 18, 1999.

================================================================================

<PAGE>   2

        The contents of the Registrant's Form S-8 Registration Statement
(Registration Statement No. 333-60239) filed with the Commission on July 30,
1998 are incorporated herein by reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.EXHIBITS.

<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.

       5.1            Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
                      Corporation.

       23.1           Consent of 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



<PAGE>   3

                securities at that time shall be deemed to be the initial bona
                fide offering thereof.

        (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, Indemnification 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, unenforceable. 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-2
<PAGE>   4

                                   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 21st day of October, 1999.

                                            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 Scott T. Becker 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-3
<PAGE>   5

        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
             ---------                               -----                          ----
<S>                                        <C>                                  <C>
/s/ Mark R. Templeton                      President, Chief Executive           October 21, 1999
- ---------------------------------          Officer and Director
(Mark R. Templeton)                        (Principal Executive Officer and
                                           Principal Financial and
                                           Accounting Officer)


/s/ Lucio L. Lanza                        Chairman of the Board of              October 21, 1999
- ---------------------------------         Directors
(Lucio L. Lanza)

/s/ Scott T. Becker                       Director                              October 21, 1999
- ---------------------------------
(Scott T. Becker)

/s/ Eli Harari                            Director
- ---------------------------------
(Dr. Eli Harari)                                                                October 21, 1999
</TABLE>



                                      II-4
<PAGE>   6

                                         INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                                       SEQUENTIALLY
   EXHIBIT                                                                               NUMBERED
   NUMBER                                   EXHIBIT                                        PAGE
   -------                                  -------                                        ----
<S>               <C>                                                                  <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.........................................................

       5.1        Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
                  Corporation........................................................

       23.1       Consent of Independent Accountants.................................

       23.2       Consent of Counsel (included in Exhibit 5.1).......................

       24.1       Power of Attorney (see page II-4)..................................
</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.




<PAGE>   1

                                                                     Exhibit 5.1

                  [WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]

                                October 21, 1999

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 October 22, 1999
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 2,229,275 shares of your
Common Stock under the 1993 Stock Option Plan and the 1997 Employee Stock
Purchase 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




<PAGE>   1

                                                                    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 reports dated November 27, 1997, except for Notes
14 and 15, for which the date is January 12, 1998 relating to the financial
statements and financial statement schedule of Artisan Components, Inc. which
appears in Artisan Components, Inc.'s Form S-1 (File No. 333-50243).


                                            PricewaterhouseCoopers LLP

San Jose, California
October 21, 1999



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