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As filed with the Securities and Exchange Commission on January 2, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARTISAN COMPONENTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 77-0278185
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1195 BORDEAUX DRIVE
SUNNYVALE, CALIFORNIA 94089
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
2000 SUPPLEMENTAL
STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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MARK R. TEMPLETON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ARTISAN COMPONENTS, INC.
1195 BORDEAUX DRIVE
SUNNYVALE, CALIFORNIA 94089
(408) 734-5600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
ROBERT P. LATTA, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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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
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Common Stock, $0.001 par value........ 1,000,000 $5.875(1) $5,875,000 $1,468.75
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(1) Calculated in accordance with Rule 457(c) solely for the purpose of
computing the amount of the registration fee based upon the average of the
high and low prices for the Common Stock as reported on the Nasdaq National
Market on December 26, 2000.
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PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3 INCORPORATION OF DOCUMENTS BY REFERENCE.
Artisan Components, Inc., which is referred to herein as the "Registrant,"
incorporates by reference in this Registration Statement the following documents
and information heretofore filed with the Securities and Exchange Commission:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 2000, filed December 22, 2000 pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act");
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2000, filed May 12, 2000 pursuant to Section 13 of the
1934 Act;
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2000, filed August 14, 2000 pursuant to Section 13 of
the 1934 Act; and
(d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A as filed with the
Commission on January 22, 1998.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act on or after the date of this Registration Statement
and 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 of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
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 Delaware General Corporation Law. The Registrant believes
that indemnification under its Bylaws covers at least negligence and gross
negligence on
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the part of indemnified parties. The Registrant's Bylaws also permit the
Registrant to secure insurance on behalf of any person that is or was an
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.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or other agent of the Registrant in which
indemnification is being sought, nor is the Registrant aware of any threatened
litigation that may result in a claim for indemnification by any director,
officer, employee or other agent of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8 EXHIBITS.
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EXHIBIT NUMBER DOCUMENTS
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4.1 2000 Supplemental Stock Option Plan and form of agreements thereunder.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, independent certified public accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
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ITEM 9 UNDERTAKINGS.
(a) Rule 415 offering: 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 of 1933, 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.
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(b) Filing incorporating subsequent Exchange Act documents by reference
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 (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.
(c) Request for acceleration of effective date or filing of registration
statement on Form S-8
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 foregoing provisions, or otherwise, the 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 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,
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 2nd day of January 2001.
ARTISAN COMPONENTS, INC.
By: /s/ MARK R. TEMPLETON
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Mark R. Templeton
President and Chief Executive Officer
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 Joy Leo his/her attorneys-in-fact, each with the power of substitution, for
him/her 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/her substitute or substitutes, may
do or cause to be done by virtue hereof.
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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.
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SIGNATURE TITLE DATE
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/s/ MARK R. TEMPLETON President, Chief Executive Officer and Director January 2, 2001
--------------------------------- (Principal Executive Officer)
(Mark R. Templeton)
/s/ JOY E. LEO Vice President, Finance and Administration and January 2, 2001
--------------------------------- Chief Financial Officer (Principal Financial and
(Joy E. Leo) Accounting Officer)
/s/ LUCIO L. LANZA Chairman of the Board January 2, 2001
---------------------------------
(Lucio L. Lanza)
/s/ SCOTT T. BECKER Chief Technical Officer and Director January 2, 2001
---------------------------------
(Scott T. Becker)
/s/ LEON MALMED Director January 2, 2001
---------------------------------
(Leon Malmed)
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INDEX TO EXHIBITS
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EXHIBIT NUMBER DOCUMENTS
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4.1 2000 Supplemental Stock Option Plan and form of agreements thereunder.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, independent certified public accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
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