As filed with the Securities and
Exchange Commission on September 22, 2000 Registration No. 333-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIRAGE LOGIC CORPORATION
--------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
77-0416232
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(I.R.S. Employer Identification No.)
46501 Landing Parkway, Fremont, California 94538
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(Address of Principal Executive Offices) (Zip Code)
1997 EQUITY INCENTIVE PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
----------------------------------
(Full Title of the Plan)
Adam A. Kablanian
President and Chief Executive Officer
Virage Logic Corporation
46501 Landing Parkway
Fremont, California 94538
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(Name and Address of Agent for Service)
(510) 360-8000
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(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Proposed Maximum Maximum Amount of
Securities Amount To Be Offering Price Aggregate Registration
To Be Registered Registered Per Share (1) Offering Price (1) Fee
------------------------- ----------------------- ----------------------- ---------------------- -----------------------
<S> <C> <C> <C> <C>
common stock, 3,189,640 (See Notes to
par value $.001 shares Calculation of $ 25,229,094 $ 6,660
Registration Fee)
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) promulgated under the Securities Act
1933, as amended (the "Securities Act"). The price per share and aggregate
offering price are based upon (a) the aggregate exercise price for shares
subject to outstanding options granted by Virage Logic Corporation (the
"Company") under the 1997 Equity Incentive Plan or (b) the average of the high
and low prices of the Company's Common Stock as reported on the Nasdaq Stock
Market for September 20, 2000 for shares reserved for future issuance pursuant
to (i) the 1997 Equity Incentive Plan and (ii) the 2000 Employee Stock Purchase
Plan (pursuant to Rule 457(c) under the Securities Act). The chart below details
the calculations of the registration fee.
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<PAGE>
NOTES TO CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Type of shares Number of shares Offering Share Price/Registration Fee
---------------------------------------------- ----------------- -------------------------------------
<S> <C> <C>
Shares issuable pursuant to outstanding 1,892,750 $ 5,983,246
options under the 1997 Equity Incentive Plan
Shares reserved for the future issuance 1,096,890 $ 16,277,848
pursuant to the 1997 Equity Incentive Plan
Shares reserved for issuance pursuant to the 200,000 $ 2,968,000
2000 Employee Stock Purchase Plan
Proposed Maximum Offering Price $ 25,229,094
Registration Fee $ 6,660
</TABLE>
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Virage Logic Corporation (the "Company")
with the Securities and Exchange Commission are incorporated by reference into
this Registration Statement:
(a) the final prospectus filed under Rule 424(b) of the Securities Act
filed on August 3, 2000; and
(b) the description of the Company's Common Stock contained in the
Company's Registration Statement Form 8-A, filed July 20, 2000 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")
including any amendments or reports filed for the purposes of updating
such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, as amended, 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 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 issuance of the Common Stock will be passed upon by
Heller Ehrman White & McAuliffe LLP ("Heller Ehrman"). Heller Ehrman or
individual attorneys at the firm who provide services to the Company purchased a
total of 8,000 shares of Common Stock in the Company's initial public offering.
Item 6. Indemnification of Directors and Officers.
Section 145 of Delaware General Corporation Law permits indemnification of
officers, directors and other corporate agents under certain circumstances and
subject to certain limitations. The Company's restated Certificate of
Incorporation and bylaws provide that the Company will indemnify its directors
and executive officers to the full extent permitted by Delaware General
Corporation Law, including in circumstances in which indemnification is
otherwise discretionary under Delaware law. In addition, the Company has entered
into separate indemnification agreements with its directors that require the
Company, among other things, to indemnify them against certain liabilities which
may arise by any reason of their status or service (other than liabilities
arising from willful misconduct of a culpable nature). The indemnification
provisions in the Company's restated Certificate of Incorporation and bylaws and
the indemnification agreements entered into between the Company and its
directors may be sufficiently broad to permit indemnification of the Company's
officers and directors for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act. The Company also maintains director
and officer liability insurance, to insure its directors and officers against
the cost of defense, settlement or payment of a judgment under certain
circumstances.
Item 7. Exemption from Registration Claimed.
Not Applicable
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<PAGE>
Item 8. Exhibits.
Exhibit
Number Exhibit
------- -------
4.1 Amended and Restated Certificate of Incorporation (Incorporated by
reference to Exhibit 3.3 to the Registrant's Registration Statement on
Form S-1, File No. 333-36108, declared effective by the Commission on
July 31, 2000).
4.2 Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.4
to the Registrant's Registration Statement on Form S-1, File No.
333-36108, declared effective by the Commission on July 31, 2000).
4.3 Specimen Stock Certificate (Incorporated by reference to Exhibit 4.1
to the Registrant's Registration Statement on Form S-1, File No.
333-36108, declared effective by the Commission on July 31, 2000).
5.1 Opinion of Heller Ehrman White & McAuliffe LLP.
10.1 Virage Logic Corporation 1997 Equity Incentive Plan (Incorporated by
reference to Exhibit 10.1 to the Registrant's Registration Statement
on Form S-1, File No. 333-36108, declared effective by the Commission
on July 31, 2000).
10.2 Form of Option Agreement under 1997 Equity Incentive Plan
(Incorporated by reference to Exhibit 10.2 to the Registrant's
Registration Statement on Form S-1, File No. 333-36108, declared
effective by the Commission on July 31, 2000).
10.3 2000 Employee Stock Purchase Plan, as amended prior to the first
offering date under that Plan
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Mohler, Nixon & Williams Accountancy Corporation,
independent auditors
23.3 Consent of Heller Ehrman White & McAuliffe LLP (Included in its
opinion filed as Exhibit 5.1).
24.1 Power of Attorney (Included on the signature page of this Registration
Statement).
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:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
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<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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.
(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
Securities 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 of 1933 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 of 1933 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 of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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<PAGE>
Signatures
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
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 Fremont, State of California, on this 21st day
of September, 2000.
VIRAGE LOGIC CORPORATION
By: /s/ Adam A. Kablanian
Adam A. Kablanian, President and Chief
Executive Officer
Power of Attorney
Each person whose signature appears below constitutes and appoints Adam A.
Kablanian and James R. Pekarsky, or either of them, his true and lawful
attorney-in-fact, with the power of substitution and resubstitution, for him in
his name, place or stead, in any and all capacities, to sign any or all
amendments to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact and their agents or substitutes, may lawfully do or lawfully
cause to be done by virtue hereof.
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/ Adam A. Kablanian President, Chief Executive Officer and September 21, 2000
Adam A. Kablanian Director (Principal Executive Officer)
/s/ James R. Pekarsky Vice President and Chief Financial Officer September 21, 2000
James R. Pekarsky (Principal Financial and Accounting Officer)
------------------------------- Director September ___, 2000
Richard Elkus
------------------------------- Director September ___, 2000
Michael Hackworth
/s/ Alexander Shubat Director September 21, 2000
Alexander Shubat
------------------------------- Director September ___, 2000
Michael Stark
/s/ Dr. Sang Wang Director September 21, 2000
Dr. Sang Wang
/s/ Dr. Yervant Zorian Vice President and Chief Scientist and September 21, 2000
Dr. Yervant Zorian Director
</TABLE>
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<PAGE>
EXHIBIT INDEX
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Exhibit Number Exhibit
Exhibit
Number Exhibit
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4.1 Amended and Restated Certificate of Incorporation (Incorporated by
reference to Exhibit 3.3 to the Registrant's Registration Statement on
Form S-1, File No. 333-36108, declared effective by the Commission on
July 31, 2000).
4.2 Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.4
to the Registrant's Registration Statement on Form S-1, File No.
333-36108, declared effective by the Commission on July 31, 2000).
4.3 Specimen Stock Certificate (Incorporated by reference to Exhibit 4.1
to the Registrant's Registration Statement on Form S-1, File No.
333-36108, declared effective by the Commission on July 31, 2000).
5.1 Opinion of Heller Ehrman White & McAuliffe LLP.
10.1 Virage Logic Corporation 1997 Equity Incentive Plan (Incorporated by
reference to Exhibit 10.1 to the Registrant's Registration Statement
on Form S-1, File No. 333-36108, declared effective by the Commission
on July 31, 2000).
10.2 Form of Option Agreement under 1997 Equity Incentive Plan
(Incorporated by reference to Exhibit 10.2 to the Registrant's
Registration Statement on Form S-1, File No. 333-36108, declared
effective by the Commission on July 31, 2000).
10.3 2000 Employee Stock Purchase Plan, as amended prior to the first
offering date under that Plan
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Mohler, Nixon & Williams Accountancy Corporation,
independent auditors
23.3 Consent of Heller Ehrman White & McAuliffe LLP (Included in its
opinion filed as Exhibit 5.1).
24.1 Power of Attorney (Included on the signature page of this Registration
Statement).
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