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As filed with the Securities and Exchange Commission on April 24, 1998
Registration No.________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
GENESIS MICROCHIP INC.
(Exact name of Registrant as specified in its charter)
Ontario, Canada None
(State or other Jurisdiction (I.R.S. Employer Identification No.)
of incorporation or Organization)
200 Town Centre Blvd., Suite #400
Markham, Ontario, Canada L3R 8G5
(Address, including zip code, of Registrant's principal executive offices)
1987 Stock Option Plan
1997 Employee Stock Option Plan
1997 Non-Employee Stock Option Plan
1997 Employee Stock Purchase Plan
(Full title of the plans)
Hamid Farzaneh
Genesis Microchip Corporation
2071 Landings Drive
Mountain View, CA 94043
(650) 428-4277
(Name, address, and telephone number, including
area code, of agent for service)
Copies to:
Francis S. Currie, Esq.
John T. Sheridan, Esq.
Anton T. Commissaris, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94306
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
===================================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate
to be to be Price Offering Amount of
Registered Registered Per Share (1) Price(1) Registration Fee(13)
- -------------------------------------------------------------------------------------------------------------------
Common Shares, no par value
approved for issuance under the 1987
Stock Option Plan 1,041,700 (2) $3.85 (3) $4,010,545 (4) $1,183.00
- -------------------------------------------------------------------------------------------------------------------
Common Shares, no par value
approved for issuance under the 1997
Employee Stock Option Plan 800,000 (5) $12.00 (8) $9,600,000 (6) $2,832.00
- -------------------------------------------------------------------------------------------------------------------
Common Shares, no par value
approved for issuance under the 1997
Non-Employee Stock Option Plan 150,000 (7) $12.00 (8) $1,800,000 (10) $531.00
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Common Shares, no par value
approved for issuance under the 1997
Employee Stock Purchase Plan 100,000 (11) $10.20 (9) $1,020,000 (12) $301.00
- -------------------------------------------------------------------------------------------------------------------
TOTAL 2,091,700 Shares $16,430,545.00 $4,847.00
===================================================================================================================
</TABLE>
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(1) Amounts represented on an as converted basis from Canadian dollars to
U.S. dollars. On April 17, 1998, the exchange rate was 1 Canadian dollar
per US $0.6981.
(2) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been
broken down into subtotals. This subtotal represents the 1,041,700
post-split shares issuable upon exercise of outstanding options (options
that have been granted as of the date of this Registration Statement)
issued under the 1987 Stock Option Plan.
(3) Estimated in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of calculating the total registration fee.
Computation based on the weighted average exercise price (rounded to the
nearest cent) at which the options whose exercise will result in the
issuance of the shares being registered may be exercised.
(4) Calculated in accordance with Rule 457(h) based on the aggregate
exercise price for all presently outstanding options described in Note 2
above.
(5) This subtotal represents the 800,000 shares issuable under the 1997
Employee Stock Option Plan.
(6) Calculated in accordance with Rule 457(h) based on the aggregate
exercise price for the number of shares issuable under the Plan
described in Note 5 above.
(7) This sub-total represents the 150,000 shares issuable under the 1997
Non-Employee Stock Option Plan.
(8) Estimated in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of calculating the registration fee. The
computation is based upon the closing price of the Company's shares as
reported on the Nasdaq National Market on April 17, 1998 because the
price at which options to be granted in the future may be exercised is
not currently determinable.
(9) The price per share computation of the 1997 Employee Stock Purchase Plan
is based upon 85% of the average of the high and low price of the Common
Stock as reported on Nasdaq National Market on April 17, 1998. Pursuant
to the Employee Stock Purchase Plan, which plan is incorporated by
reference herein, the Purchase Price of a share of Common Stock shall
mean an amount equal to 85% of the Fair Market Value of a share of
Common Stock on the Enrollment Date or the Exercise Date, whichever is
lower.
(10) Calculated in accordance with Rule 457(h) based on the aggregate
exercise price for the number of shares issuable under the Plan
described in Note 7 above.
(11) This subtotal represents the 100,000 shares issuable under the 1997
Stock Purchase Plan.
(12) Calculated in accordance with Rule 457(h) based on the aggregate
exercise price for the number of shares issuable under the Plan
described in Note 11 above.
(13) The Registration fee is calculated pursuant to the SEC appropriations
bill (H.R. 2267) enacted to decrease the fee rate on filings made
pursuant to Section 6(b) of the Securities Act of 1933. As of the most
current SEC press release regarding fee rates, the fee is calculated by
multiplying the aggregate offering amount by .000295. The fee rate was
effective on November 28, 1997.
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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 Company's Registration Statement on Form F-1 (file No.
333-8258) under the Securities Act of 1933, as amended (the "Securities Act"),
which was declared effective on February 23, 1998.
Item 3(b).
Not Applicable.
Item 3(c).
The description of Registrant's Common Shares to be offered
hereby contained in the Company's Registration Statement on Form 8-A, as
declared effective by the Commission on February 23, 1998, filed pursuant to
Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") and any
amendment or report filed for the purpose of updating such description.
All documents, reports and definitive proxy or information
statements subsequently filed by Registrant pursuant to Sections 13(a), 13(c),
14 or 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.
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Item 6. Indemnification of Directors and Officers.
The general by-law of the Company provides that, subject to the
limitations contained in the Ontario Business Corporations Act, the Company
shall indemnify all past, present and future directors and officers of the
Company, and all persons who are now or may hereafter be, acting or have
previously acted, at the Company's request, as a director or officer of a body
corporate of which the Company is or was a shareholder or creditor, and his
heirs and legal representatives, against all costs, charges and expenses,
including any amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Company or body corporate, if he acted honestly and
in good faith with a view to the best interests of the Company, and, in the case
of a criminal or administrative action or proceeding that is enforced by a
monetary penalty, he had reasonable grounds for believing that his conduct was
lawful. The Company may also indemnify any such person in such other
circumstances as the OBCA or law permits or requires.
The Company currently maintains directors' and officers' liability
insurance for its directors and officers and plans to continue such insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Document
------ --------
<S> <C>
4.1(a)* 1987 Stock Option Plan
4.1(b)* 1997 Employee Stock Option Plan
4.1(c)* 1997 Non-Employee Stock Option Plan
4.1(d)* 1997 Employee Stock Purchase Plan
5.1 Opinion of Weir & Foulds regarding validity of Securities being
registered
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
</TABLE>
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* Incorporated by reference to exhibits 4.2, 4.3, 4.4, 4.5 and 4.6
respectively, filed with the Company's Registration Statement on Form
F-1 (file No. 333-8258), which was declared effective on February 23,
1998.
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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 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.
(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 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
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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 of 1933 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, as amended,
the Registrant, Genesis Microchip 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 Markham, Ontario, Canada, on this
24th day of April, 1998.
Genesis Microchip Inc.
By: /s/ PAUL M. RUSSO
--------------------------------------
Paul M. Russo
Chairman 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, Paul M.
Russo and I. Eric Erdman, 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.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities indicated on April 24, 1998.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ PAUL M. RUSSO Chairman and Chief Executive Officer*
- ------------------------------------
Paul M. Russo
/s/ I. ERIC ERDMAN Vice President, Finance and Administration, Chief Financial
- ------------------------------------ Officer, Chief Accounting Officer and Secretary
I. Eric Erdman
/s/ BRIAN S. CAMPBELL Director*
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Brian S. Campbell
/s/ JAMES E. DONEGAN Director*
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James E. Donegan
/s/ GEORGE A. DUGUAY Director*
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George A. Duguay
/s/ A. DAVID FERGUSON Director*
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A. David Ferguson
/s/ RONALD A. ROHRER Director*
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Ronald A. Rohrer
/s/ WILLIAM H. WELLING Director*
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William H. Welling
/s/ HAMID FARZANEH Authorized U.S. Representative
- ------------------------------------
Hamid Farzaneh
</TABLE>
* The employee benefit plans being registered pursuant to this Registration
Statement are subject to administration by the Board of Directors of the
Registrant.
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Document
------ --------
<S> <C>
4.1(a)* 1987 Stock Option Plan
4.1(b)* 1997 Employee Stock Option Plan
4.1(c)* 1997 Non-Employee Stock Option Plan
4.1(d)* 1997 Employee Stock Purchase Plan
5.1 Opinion of Weir & Foulds regarding validity of Securities being
registered
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
</TABLE>
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* Incorporated by reference to exhibits 4.2, 4.3, 4.4, 4.5 and 4.6
respectively, filed with the Company's Registration Statement on Form
F-1 (file No. 333-8258), which was declared effective on February 23,
1998.
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EXHIBIT 5.1
Weir & Foulds Opinion
[WEIR & FOULDS LETTERHEAD]
April 24, 1998
Genesis Microchip Inc.
Suite 400, 200 Town Centre Blvd.
Markham, Ontario L3R 8G5
Canada
Dear Sirs/Madames:
RE: REGISTRATION STATEMENT ON FORM S-8
--------------------------------------
We have reviewed the registration statement on Form S-8 to be filed by
Genesis Microchip Inc. (the "Company") with the Securities and Exchange
Commission on or about April 24, 1998 (the "Registration Statement") in
connection with the registration under the Securities Act of 1933, as amended,
of an aggregate of 2,091,700 Common Shares, no par value, (the "Option Shares")
of the Company issuable pursuant to the Company's 1987 Stock Option Plan, 1997
Employee Stock Option Plan, 1997 Non-Employee Stock Option Plan and 1997
Employee Stock Purchase Plan (individually, a "Plan"). As the Company's Canadian
general counsel, we have examined such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of the following opinion. In such examination we
have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformity with the originals of
all documents submitted to us as copies.
Upon the basis of such examination, it is our opinion that the Option
Shares, when issued in accordance with the terms of the applicable Plan and any
agreement evidencing the options being exercised, including payment of the
purchase price therefor, will be valid, fully-paid and non-assessable.
The foregoing opinion is limited to the laws of the Province of
Ontario, Canada, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction. We have relied as to certain matters on information
obtained from officials of the Company and other sources believed by us to be
responsible.
We hereby consent to the use of this opinion letter as an exhibit to
the Registration Statement and to the use of our name whenever appearing in the
Registration Statement and any amendments thereto.
Yours truly,
WEIR & FOULDS
/s/ WEIR & FOULDS
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 to be filed April 24, 1998 pertaining to the 1987 Stock Option Plan,
the 1997 Employee Stock Option Plan, the 1997 Non-Employee Stock Option Plan and
the 1997 Employee Stock Purchase Plan of Genesis Microchip Inc. of our report
dated July 18, 1997, except as to Notes 12 and 13 which are as of January 31,
1998, with respect to the consolidated financial statements and schedule of
Genesis Microchip Inc. included in the Registration Statement (Form F-1 No.
333-8258) dated February 20, 1998, filed with the Securities and Exchange
Commission.
KPMG
Toronto, Canada
April 23, 1998
