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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 2000
REGISTRATION NO. 333-36108
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIRAGE LOGIC CORPORATION
(EXACT NAME OF CORPORATION AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 3674 77-0416232
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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VIRAGE LOGIC CORPORATION
46501 LANDING PARKWAY
FREMONT, CALIFORNIA 94538
(510) 360-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
VIRAGE LOGIC CORPORATION'S PRINCIPAL EXECUTIVE OFFICES)
ADAM A. KABLANIAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
VIRAGE LOGIC CORPORATION
46501 LANDING PARKWAY
FREMONT, CALIFORNIA 94538
(510) 360-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
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<S> <C>
SARAH A. O'DOWD PETER T. HEALY
DAVID R. WILSON MARK C. EASTON
NOELLE E. COOPER CHRISTINE M. TAM
HELLER EHRMAN WHITE & MCAULIFFE LLP O'MELVENY & MYERS LLP
525 UNIVERSITY AVENUE EMBARCADERO CENTER WEST
PALO ALTO, CALIFORNIA 94301-1900 275 BATTERY STREET
TELEPHONE: (650) 324-7000 SAN FRANCISCO, CALIFORNIA 94111-3305
TELEPHONE: (415) 984-8833
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable following the effectiveness of this Registration
Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.: [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration number of the earlier
effective registration statement for the same offering: [ ]
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If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
---------------
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 4 to the Registration Statement is being filed solely
for the purpose of including the Signature Page and the Exhibit Index, which
were inadvertently omitted in the Edgar Submission previously filed on July 28,
2000, due to technical difficulties during conversion of the file.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Palo Alto, California, on the 27th
day of July, 2000.
VIRAGE LOGIC CORPORATION
By: /s/ ADAM A. KABLANIAN
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Adam A. Kablanian
President and Chief Executive
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, 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/ ADAM A. KABLANIAN President, Chief Executive Officer and
--------------------------------------------- Chairman of the Board (Principal
Adam A. Kablanian Executive Officer) July 27, 2000
Vice President and Chief Financial
/s/ ADAM A. KABLANIAN Officer
--------------------------------------------- (Principal Financial and Accounting
James R. Pekarsky Officer) July 27, 2000
---------------------------------------------
Richard Elkus Director
/s/ ADAM A. KABLANIAN*
---------------------------------------------
Michael Hackworth Director July 27, 2000
/s/ ADAM A. KABLANIAN*
---------------------------------------------
Alexander Shubat Director
---------------------------------------------
Michael Stark Director July 27, 2000
---------------------------------------------
Dr. Sang Wang Director
/s/ ADAM A. KABLANIAN*
--------------------------------------------- Vice President and Chief Scientist and
Dr. Yervant Zorian Director July 27, 2000
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* By Adam A. Kablanian as attorney-in-fact.
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<C> <S>
1.1* Form of Underwriting Agreement
3.1* Amended and Restated Articles of Incorporation
3.2* Amended and Restated Bylaws
3.3* Amended and Restated Certificate of Incorporation to be
effective upon closing
3.4* Amended and Restated Bylaws to be effective upon closing
4.1* Specimen Common Stock Certificate
4.2* Restated and Amended Investors' Rights Agreement among
Virage Logic and certain stockholders dated December 3, 1999
4.3 Amendment and Waiver to Restated and Amended Investors'
Rights Agreement
5.1* Opinion of Heller Ehrman White & McAuliffe LLP
10.1* 1997 Equity Incentive Plan, as amended
10.2* Form of Option Agreement under 1997 Equity Incentive Plan
10.3* 2000 Employee Stock Purchase Plan
10.4* Virage Logic Corporation Fiscal Year 2000 Executive Variable
Incentive Pay Plan
10.5* Form of Indemnification Agreement
10.6* Form of Secured Full Recourse Promissory Note granted by
each of Adam Kablanian and Alexander Shubat on August 27,
1997
10.7* Form of Stock Pledge Agreement dated August 27, 1999 between
the Company and each of Adam Kablanian and Alexander Shubat
10.8* Form of Secured Full Recourse Promissory Note granted by
each of Adam Kablanian, Alexander Shubat, Vincent Ratford,
and James Pekarsky in March 2000
10.9* Form of Stock Pledge Agreement, dated March 2000 between the
Company and each of Adam Kablanian, Alexander Shubat,
Vincent Ratford and James Pekarsky
10.10* Asset Purchase Agreement between Mentor Graphics Corporation
and Virage Logic dated as of December 1, 1999
10.11* Loan and Security Agreement between Silicon Valley Bank,
Virage Logic and VLI dated as of July 28, 1999
10.12 #* Distribution Agreement between Seiko Instruments Inc. and
Virage Logic dated as of October 1, 1998
10.13 # Development and Licensing Agreement between Taiwan
Semiconductor Manufacturing Co. Ltd. and Virage Logic dated
as of March 3, 1999
10.14 #* Joint Marketing and Technical Support Agreement between
Chartered Semiconductor Manufacturing Ltd. and Virage Logic
dated as of November 14, 1997
10.15 #* Memory Compiler Licensing Agreement between United
Microelectronics Corporation and Virage Logic
10.16 #* Memorandum of Understanding for Jointly-Developed 1T-SRAM
Technology Memory Compilers between Virage Logic and Mosys,
Inc. dated July 1, 1999
10.17 #* Memorandum of Understanding for Custom-Touch 1T-SRAM Memory
Compiler for TSMC 0.18mm and 0.15mm Logic Process between
Taiwan Semiconductor Manufacturing Co. Ltd., Mosys, Inc. and
the Company
10.18* Memorandum of Understanding between Virage Logic and
Netlogic
10.19* Industrial Space Lease between Renco Bayside Investors and
Virage Logic dated as of March 17, 1999
10.20* Office Service Agreement between HQ Global Workplaces, Inc.
and Virage Logic dated as of August 3, 1999
10.21* Office Lease between Morris Piha Real Estate Services, Inc.
and Virage Logic dated as of March 25, 1999
10.22* Master Lease Agreement among Leasing Technologies
International, Inc., Virage Logic and VLI dated as of
February 12, 1999
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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10.23* Employment Offer Letter to Vincent Ratford dated February 1,
1998
10.24* Employment Offer Letter to Raymond Leung dated August 6,
1998
10.25* Employment Offer Letter to James Pekarsky dated April 5,
1999
10.26* Employment Offer Letter to Kenneth Rousseau dated January
18, 2000
10.27#* Source Code License Agreement among Virage Logic, Fluence
Technology Inc., and Credence Systems Corp.
10.28* Stock Purchase Agreement between Virage Logic and Crosslink
Capital, Inc.
16.1* Letter from Mohler, Nixon & Williams Accountancy Corporation
re change in certifying accountant
23.1 Consent of Integrated Circuit Engineering
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of Mohler, Nixon & Williams Accountancy Corporation,
independent auditors
23.4* Consent of Heller Ehrman White & McAuliffe LLP (included in
Exhibit 5.1)
24.1* Power of Attorney (included on the signature page of this
registration statement)
27.1* Financial Data Schedule
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* Previously filed.
# Confidential treatment requested.
