<PAGE>
As filed the Securities and Exchange Commission
on December 28, 2000 Registration No. 333_
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________
GENESIS MICROCHIP INCORPORATED
(Exact name of Registrant as specified in its charter)
____________
Nova Scotia, Canada None
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
165 Commerce Valley Drive W.
Thornhill, Ontario Canada
L3T 7V8
(905) 889-5400
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
____________
1997 NON-EMPLOYEE STOCK OPTION PLAN
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
____________
Amnon Fisher
Genesis Microchip Corporation
2150 Gold Street
Alviso, CA 95002
(408) 544-9620
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________
Copies to:
Eric Erdman
Genesis Microchip Incorporated
165 Commerce Valley Drive W.
Thornhill, Ontario Canada
L3T 7V8
(905) 889-5400
--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Title of Each Class of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Aggregate Offering Registration
Per Share Price Fee
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, no par value approved for
issuance under:
--------------------------------------------------------------------------------------------------------------------------
1997 Non-Employee Stock Option Plan (1) 250,000 $9.08 $2,270,000 $567.50
--------------------------------------------------------------------------------------------------------------------------
1997 Employee Stock Purchase Plan (2) 200,000 $7.72 $1,544,000 $386.00
--------------------------------------------------------------------------------------------------------------------------
Totals 450,000 -- $3,814,000 $953.50
============================================================================================================================
</TABLE>
(1) The Proposed Maximum Offering Price Per Share has been 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 average of the high and low price as reported on the Nasdaq National
Market on December 27, 2000. The indicated number of shares to be
registered represents additional shares issuable under the listed plan that
are not covered by previous registration statements.
(2) The Proposed Maximum Offering Price Per Share has been 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
85% (see explanation in following sentence) of the average of the high and
low price of the Common Stock as reported on the Nasdaq National Market on
December 27, 2000. Pursuant to the 1997 Employee Stock Purchase Plan,
Common Stock issued thereunder will be sold at a per share price 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 (as such terms are defined in
such plan). The indicated number of shares to be registered represents
additional shares issuable under the listed plan that are not covered by
prior registration statements.
<PAGE>
As filed the Securities and Exchange Commission
on December 28, 2000 Registration No. 333_
--------------------------------------------------------------------------------
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES.
The Registrant filed a post-effective Amendment No. 1 to a Registration
Statement on Form S-8 with the Securities and Exchange Commission on or about
April 29, 1998 (SEC File No. 333-51001) (the "April 1998 Form S-8"). The April
1998 Form S-8 was filed in connection with the Registrant's 1987 Stock Option
Plan, 1997 Employee Stock Option Plan, 1997 Non-Employee Stock Option Plan and
1997 Employee Stock Purchase Plan. This Registration Statement registers
additional shares of the Registrant's Common Shares to be issued pursuant to the
1997 Non-Employee Stock Option Plan and 1997 Employee Stock Purchase Plan. The
contents of the April 1998 Form S-8, including periodic reports that the
Registrant filed, or that it will file, after the April 1998 Form S-8 to
maintain current information about the Registrant, are incorporated by reference
into this Registration Statement pursuant to General Instruction E of Form S-8.
<PAGE>
As filed the Securities and Exchange Commission
on December 28, 2000 Registration No. 333_
--------------------------------------------------------------------------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
4.1* Memorandum and Articles of Association of Genesis Microchip
Incorporated
4.2 The 1997 Non-Employee Stock Option Plan, as amended on September
14, 2000
4.3 The 1997 Employee Stock Purchase Plan, as amended on September
14, 2000
5.1 Opinion of Stewart McKelvey Stirling Scales
23.1 Consent of KPMG LLP
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (See page 4 hereof)
* Incorporated herein by reference to the Company's Registration Statement
on Form S-4 (File No. 333-76937) filed with the Commission on April 23, 1999.
<PAGE>
As filed the Securities and Exchange Commission
on December 28, 2000 Registration No. 333_
--------------------------------------------------------------------------------
SIGNATURES
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 Thornhill, Ontario, Canada, on this 28th day of December, 2000.
GENESIS MICROCHIP INCORPORATED
By: /S/ I. Eric Erdman
-------------------------------------
I. Eric Erdman
Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Amnon Fisher and I. Eric Erdman, jointly
and severally, 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, 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 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 has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
---------------------------------------------------------------------------------------------------------
/s/ Paul M. Russo
---------------------------- Chairman December 28, 2000
Paul M. Russo
/s/ Amnon Fisher
---------------------------- Chief Executive Officer and authorized U.S. December 28, 2000
Amnon Fisher Representative
/s/ I. Eric Erdman
---------------------------- Chief Financial Officer, Chief Accounting December 28, 2000
I. Eric Erdman Officer and Secretary
/s/ James E. Donegan
---------------------------- Director December 28, 2000
James E. Donegan
/s/ George A. Duguay
---------------------------- Director December 28, 2000
George A. Duguay
/s/ Lawrence G. Finch
---------------------------- Director December 28, 2000
Lawrence G. Finch
/s/ Alexander S. Lushtak
---------------------------- Director December 28, 2000
Alexander S. Lushtak
</TABLE>
<PAGE>
As filed the Securities and Exchange Commission
on December 28, 2000 Registration No. 333_
--------------------------------------------------------------------------------
INDEX TO EXHIBITS
Exhibit Number Exhibit Document
-------------- -----------------------------------------------------------------
4.1* Memorandum and Articles of Association of Genesis Microchip
Incorporated
4.2 The 1997 Non-Employee Stock Option Plan, as amended on September
14, 2000
4.3 The 1997 Employee Stock Purchase Plan, as amended on September
14, 2000
5.1 Opinion of Stewart McKelvey Stirling Scales
23.1 Consent of KPMG LLP
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (See page 4 hereof)
* Incorporated herein by reference to the Company's Registration Statement
on Form S-4 (File No. 333-76937) filed with the Commission on April 23, 1999.
