<PAGE>
As filed with the Securities and Exchange Commission on February 7, 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
(Full title of the Plan)
_______________________
Paul M. Russo
Genesis Microchip Corporation
2071 Landings Drive
Mountain View, CA 94043
(650) 428-4277
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_______________________
Copies to:
JEFFREY D. SAPER, ESQ.
ANIL PATEL, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
_______________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount
of Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, no par value approved
for issuance under the 1997 Non-Employee
Stock Option Plan (1)................... 100,000 $19.16 $1,916,000.00 $506.00
- -----------------------------------------------------------------------------------------------------------------------
Totals 100,000 $1,916,000.00 $506.00
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</TABLE>
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(1) Estimated in accordance with Rule 457 (h) under the Securities Act of
1933, as amended, 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
February 3, 2000. The indicated number of shares to be registered
represents additional shares issuable under the listed plans that are
not covered by prior registration statements.
<PAGE>
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES.
The Registrant previously 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 "Previous Form S-8").
The Previous 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 the 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. The contents of the
Previous Form S-8, including periodic reports that the Registrant filed, or to
be filed, after the Previous 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
4.1 The 1997 Non-Employee Stock Option Plan as amended on September 28,
1999.
5.1 Opinion of Stewart McKelvey Stirling Scales regarding the validity of
securities being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-2).
<PAGE>
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 7/th/ day of February, 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 Paul M. Russo 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.
SIGNATURE TITLE DATE
- --------------------------------------------------------------------------------
/s/ Paul M. Russo Chairman, Chief Executive February 7, 2000
- ---------------------------
Paul M. Russo Officer and authorized U.S.
Representative
/s/ I. Eric Erdman Chief Financial Officer, Chief February 7, 2000
- ---------------------------
I. Eric Erdman Accounting Officer and
Secretary
/s/ James E. Donegan Director February 7, 2000
- ---------------------------
James E. Donegan
/s/ George A. Duguay Director February 7, 2000
- ---------------------------
George A. Duguay
/s/ Lawrence G. Finch Director February 7, 2000
- ---------------------------
Lawrence G. Finch
/s/ Alexander S. Lushtak Director February 7, 2000
- ---------------------------
Alexander S. Lushtak
II-2
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Exhibit Document
- -------------- ------------------------------------------- --------------
4.1 The 1997 Non-Employee Stock Option Plan as
amended on September 28, 1999.
5.1 Opinion of Stewart Mckelvey Stirling Scales
regarding the validity of the securities
being registered, filed herewith.
23.1 Consent of KPMG LLP filed herewith.
23.2 Consent of Counsel (contained in Exhibit 5.1
hereto)
24.1 Power of Attorney (see page II-2).
<PAGE>
EXHIBIT 4.1
GENESIS MICROCHIP INC.
1997 NON-EMPLOYEE STOCK OPTION PLAN
as amended on September 28, 1999
1. Purpose of the Plan
-------------------
1.1 The purpose of the Plan is to assist non-employee directors and non-
employee senior officers of the Corporation and its Affiliates, and Service
Providers, in participating in the growth and development of the Corporation
and its Affiliates by providing such persons with the opportunity, through
share options, to acquire a proprietary interest in the Corporation.
2. Defined Terms
-------------
Where used herein, the following terms shall have the following
meanings, respectively:
2.1 "Affiliate" means any corporation which is an affiliate, as such term
is used in Subsection 2(2) of the Business Corporations Act (Ontario), of the
Corporation;
2.2 "Board" means the board of directors of the Corporation or, if established
and duly authorized to act, the executive committee of the board of directors of
the Corporation;
2.3 "Committee" shall have the meaning attributed thereto in Section 3.1
hereof;
2.4 "Corporation" means Genesis Microchip Inc. and includes any successor
corporation thereof;
2.5 "Eligible Person" means any non-employee director or non-employee senior
officer of the Corporation or any Affiliate, or any Service Provider.
2.6 "Insider" means any insider, as such term is defined in Subsection 1(1) of
the Securities Act (Ontario), of the Corporation, other than a person who falls
within that definition solely by virtue of being a director or senior officer of
an Affiliate, and includes any associate, as such term is defined in Subsection
1(1) of the Securities Act (Ontario), of any such insider;
2.7 "Market Price" at any date in respect of the Shares means the closing sale
price of such Shares on the stock exchange or market on which such Shares are
listed and posted for trading on the trading day immediately preceding such
date. In the event that such Shares did not trade on such trading day, the
Market Price shall be the average of the bid and ask prices in respect of such
Shares at the close of trading on such trading day. In the event that such
Shares are not listed and for posted trading on a stock exchange or market, the
Market Price shall be the fair market value of such Shares as determined by the
Board in its sole discretion;
2.8 "Option" means an option to purchase Shares granted to an Eligible Person
under the Plan;
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2.9 "Option Price" means the price per Share at which Shares may be purchased
under an Option, as the same may be adjusted from time to time in accordance
with Article 8 hereof;
2.10 "Optioned Shares" means the Shares issuable pursuant to an exercise of
Options;
2.11 "Optionee" means an Eligible Person to whom an Option has been granted and
who continues to hold such Option;
2.12 "Plan" means the Genesis Microchip Inc, 1997 Non-Employee Stock Option
Plan, as the same may be amended or varied from time to time;
2.13 "Service Provider" means any person engaged to provide ongoing management
or consulting services for the Corporation or for any entity controlled by the
Corporation;
2.14 "Share Compensation Arrangement" means a stock option, stock option plan,
employee stock purchase plan or any other compensation or incentive mechanism of
the Corporation involving the issuance or potential issuance of shares to one or
more employees or Insiders of the Corporation or any Affiliate or to one or more
Service Providers, including a share purchase from treasury which is financially
assisted by the Corporation by way of a loan, guaranty or otherwise; and
2.15 "Shares" means the common shares of the Corporation or, in the event of an
adjustment contemplated by Article 8 hereof, such other shares or securities to
which an Optionee may be entitled upon the exercise of an Option as a result of
such adjustment.
3. Administration of the Plan
--------------------------
3.1 The Plan shall be administered by the Board or by any committee (the
"Committee") of the Board established by the Board for that purpose.
3.2 The Board or Committee shall have the power, where consistent with the
general purpose and intent of the Plan and subject to the specific provisions of
the Plan:
(a) to establish policies and to adopt rules and regulations for carrying
out the purposes, provisions and administration of the Plan;
(b) to interpret and construe the Plan and to determine all questions
arising out of the Plan or any Option, and any such interpretation, construction
or determination made by the Committee shall be final, binding and conclusive
for all purposes;
(c) to determine the number of Shares covered by and terms and conditions
of each Option;
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(d) to determine the Option Price of each Option;
(e) to determine the time or times when Options will be granted and
exercisable;
(f) to determine if the Shares which are issuable on the exercise of an
Option will be subject to any restrictions upon the exercise of such Option;
(g) to prescribe the form of the instruments relating to the grant,
exercise and other terms of Options; and
(h) subject to receipt of any required approvals, to modify or amend each
Option.
3.3 The Board or the Committee may, in its discretion, require as conditions to
the grant or exercise of any Option that the Optionee shall have:
(a) represented, warranted and agreed in form and substance satisfactory
to the Corporation that he or she is acquiring and will acquire such Option and
the Shares to be issued upon the exercise thereof or, as the case may be, is
acquiring such Shares, for his or her own account, for investment and not with a
view to or in connection with any distribution, that he or she has had access to
such information as is necessary to enable him or her to evaluate the merits and
risks of such investment and that he or she is able to bear the economic risk of
holding such Shares for an indefinite period;
(b) agreed to restrictions on transfer in form and substance satisfactory
to the Corporation and to an endorsement on any option agreement or certificate
representing the Shares making appropriate reference to such restrictions; and
(c) agreed to indemnify the Corporation in connection with the foregoing.
3.4 Any Option granted under the Plan shall be subject to the requirement that,
if at any time counsel to the Corporation shall determine that the listing,
registration or qualification of the Shares subject to such Option upon any
securities exchange or under any law or regulation of any jurisdiction, or the
consent or approval of any securities exchange or any governmental or regulatory
body, is necessary as a condition of, or in connection with, the grant or
exercise of such Option or the issuance or purchase of Shares thereunder, such
Option may not be accepted or exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained on conditions acceptable to the Board or the Committee. Nothing herein
shall be deemed to require the Corporation to apply for or obtain such listing,
registration, qualification, consent or approval.
4. Shares Subject to the Plan
--------------------------
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4.1 Options may be granted in respect of authorized and unissued Shares,
provided that the aggregate number of Shares which may be issued pursuant to the
exercise of Options, subject to any adjustment of such number pursuant to the
provisions of Article 8 hereof, is 250,000 or such greater number of Shares as
may be determined by the Board and approved, if required, by the shareholders of
the Corporation and by any relevant stock exchange or other regulatory
authority. Optioned Shares in respect of which Options are not exercised shall
be available for subsequent Options. No fractional Shares may be purchased or
issued under the Plan.
5. Eligibility: Grant: Terms of Options
------------------------------------
5.1
(a) Options may be granted by the Board, in its discretion, to any
Eligible Person; provided, however, that Options may only be granted
to non-employee directors of the Corporation (each a "Director")
pursuant to the provisions of Subsections 5.1(b), (c) and (d) hereof.
(b) Subject to the restrictions contained in Sections 4.1, 5.5 and
5.7 hereof, each Director shall automatically be granted and receive,
without any action on the part of the Board, Options to purchase
15,000 Shares effective immediately upon such Director first being
appointed or elected a Director. The Option Price of such Options
shall be equal to the Market Price on the date of such appointment or
election (the "Commencement Date") and the expiration date of such
Options shall be 10 years from the Commencement Date. Such Options
shall vest in amounts as follows: (i) at any time subsequent to the
date which is 12 months after the Commencement Date, such Options may
be exercised to the extent of 5,000 of the Shares covered by such
Options; (ii) at any time subsequent to the date which is 24 months
after the Commencement Date, such Options may be exercised to the
extent of an additional 5,000 of the Shares covered by such Options,
and to the extent the right to exercise such Options theretofore shall
not have been exercised, and (iii) at any time subsequent to the date
which is 36 months after the Commencement Date until the expiry of
such Options, such Options may be exercised in full, except to the
extent such Options theretofore shall have been exercised.
(c) Subject to the restrictions contained in Sections 4.1, 5.5 and
5.7 hereof, on the first day of the calendar month following the
annual general meeting of the Corporation in each year, each person
who is then a Director and who has been a Director for at least 12
months shall automatically be granted and receive, without any action
on the part of the Board, (a) Options to purchase 5,000 Shares, and
(b) for each committee of the Board such Director serves on, Options
to purchase 2,500 Shares. The Option Price of such Options shall be
equal to the Market Price on the first day of the calendar month
following the annual general meeting of the Corporation in the
applicable year (the "Date of Grant") and the expiration date of such
Options shall be 10 years from the Date of Grant. The Optionee may
purchase not more than one-twelfth of the Shares covered by such
Options during each of the first 12 months following the Date of
Grant, provided, however, that if the number of Shares purchased under
such Options during any such month is less than one-twelfth of the
Shares
<PAGE>
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covered by such Options, the Optionee shall have the right, at any time or
from time to time during the remainder of the term of such Options, to
purchase such number of Shares that were purchaseable, but not purchased by
the Optionee, during such month.
(d) Subject to the restrictions contained in Section 4.1, 5.5 and 5.7
hereof, the Board may, in its discretion, grant Options to any Director who
has entered into an agreement to provide consulting services to the
Corporation in addition to Options granted in accordance with Subsections
5.1(b) and (c). Such additional Options may be granted upon terms
consistent with the provisions of the Plan and as determined by the Board
in its discretion .
5.2 Subject as herein and otherwise specifically provided in this Article 5,
the number of Shares subject to each Option, the Option Price of each Option,
the expiration date of each Option, the extent to which each Option is
exercisable from time to time during the term of the Option and other terms and
conditions relating to each such Option shall be determined by the Board. The
Board or the Committee may, in their entire discretion, subsequent to the time
of granting Options hereunder, permit an Optionee who is not a Director to
exercise any or all of the unvested options then outstanding and granted to the
Optionee under this Plan, in which event all such unvested Options then
outstanding and granted to the Optionee shall be deemed to be immediately
exercisable during such period of time as may be specified by the Board or the
Committee.
5.3 Subject to Section 5.1 hereof and any adjustments pursuant to the
provisions of Article 8 hereof, the Option Price of any Option shall in no
circumstances be lower than the Market Price on the date on which the grant of
the Option is approved by the Board. If, as and when any Shares have been duly
purchased and paid for under the terms of an Option, such Shares shall be
conclusively deemed allotted and issued as fully paid non-assessable Shares at
the price paid therefor.
5.4 The term of an Option shall not exceed 10 years from the date of the grant
of the Option.
5.5 No Options shall be granted to any Optionee if the total number of Shares
issuable to such Optionee under this Plan, together with any Shares reserved for
issuance to such Optionee under options for services or any other stock option
plans, would exceed 5% of the issued and outstanding Shares.
5.6 An Option is personal to the Optionee and non-assignable (whether by
operation of law or otherwise), except as provided for herein. Upon any attempt
to transfer, assign, pledge, hypothecate or otherwise dispose of an Option
contrary to the provisions of the Plan, or upon the levy of any attachment or
similar process upon an Option, the Option shall, at the election of the
Corporation, cease and terminate and be of no further force or effect
whatsoever.
5.7 No Options shall be granted to any Optionee if such grant could result, at
any time, in:
(a) the number of Shares reserved for issuance pursuant to Options or
other stock options granted to Insiders exceeding 10% of the issued and
outstanding Shares;
<PAGE>
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(b) the issuance to Insiders, within a one-year period, of a number of
Shares exceeding 10% of the issued and outstanding Shares; or
(c) the issuance to any one Insider and such Insider's associates, within
a one-year period, of a number of Shares exceeding 5% of the issued and
outstanding Shares.
For the purposes of Subsections 5.7(b) and (c), the phrase "issued and
outstanding Shares" excludes any Shares issued pursuant to the Plan or other
Share Compensation Arrangements over a preceding one-year period, and, for the
purpose of Subsection 5.7(c), "associate" means any person associated with such
Insider within the meaning of the Securities Act (Ontario).
6. Ceasing to be an Eligible Person; Bankruptcy; Death
---------------------------------------------------
6.1 Subject to Sections 6.2 and 6.3 hereof and to any express resolution passed
by the Committee or the Board with respect to an Option, an Option and all
rights to purchase Shares pursuant thereto shall expire and terminate
immediately upon the Optionee who holds such Option ceasing to be an Eligible
Person.
6.2 The Committee or the Board may, in their entire discretion, at the time of
the granting of Options hereunder, determine that provisions to the following
effect shall be contained in the written option agreement between the
Corporation and the Optionee;
(a) If an Optionee shall retire while holding an Option which has not been
fully exercised, such Optionee may exercise the Option at any time within
thirty (30) days of the date of such retirement, but only to the same
extent to which the Optionee could have exercised the Option immediately
before the date of such retirement.
(b) If an Optionee ceases to serve the Corporation or any Affiliate, as
the case may be, as an officer or director for cause, no Option held by
such Optionee may be exercised following the date on which such Optionee
ceases to serve the Corporation or any Affiliate, as the case may be, in
such capacity. If an Optionee ceases to serve the Corporation or any
Affiliate as an officer or director for any reason other than for cause,
unless otherwise provided for in this Plan, no Option held by such Optionee
at the effective date thereof may be exercised by the Optionee following
the date which is ninety (90) days after the date on which the Optionee
ceases to serve the Corporation or any Affiliate, as the case may be, in
such capacity.
(c) In the event that an Optionee commits an act of bankruptcy or any
proceeding is commenced against the Optionee under the Bankruptcy and
Insolvency Act (Canada) or other applicable bankruptcy or insolvency
legislation in force at the time of such bankruptcy and such proceeding
remains undismissed for a period of thirty (30) days, no Option held by
such Optionee may be exercised following the date on which such Optionee
commits such act of bankruptcy or such proceeding remains undismissed, as
the case may be.
<PAGE>
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6.3 If any Optionee shall die holding an Option which has not been fully
exercised, his personal representatives, heirs or legatees may, at any time
within three months from the date of grant of probate of the will or letters of
administration of the estate of the decedent or within one year after the date
of such death, whichever is the lesser time, exercise the Option with respect to
the unexercised balance of the Shares subject to the Option but only to the same
extent to which the decedent could have exercised the Option immediately before
the date of such death.
6.4 For greater certainty, Options shall not be affected by any change of
office of the Optionee or by the Optionee ceasing to be a Director provided that
the Optionee continues to be an Eligible Person.
6.5 For the purposes of this Article 6, a determination by the Corporation that
an Optionee was discharged for "cause" shall be binding on the Optionee.
7. Exercise of Options
-------------------
7.1 Subject to the provisions of the Plan, an Option may be exercised from time
to time by delivery to the Corporation at its registered office of a written
notice of exercise addressed to the Secretary of the Corporation specifying the
number of Shares with respect to which the Option is being exercised and
accompanied by payment in full, by cash or certified cheque, of the Option Price
of the Shares then being purchased. Subject to any provisions of the Plan to the
contrary, certificates for such Shares shall be issued and delivered to the
Optionee within a reasonable time following the receipt of such notice and
payment.
7.2 Notwithstanding any of the provisions contained in the Plan or in any
Option, the Corporation's obligation to issue Shares to an Optionee pursuant to
the exercise of any Option shall be subject to:
(a) completion of such registration or other qualification of such Shares
or obtaining approval of such governmental or regulatory authority as the
Corporation shall determine to be necessary or advisable in connection with
the authorization, issuance or sale thereof;
(b) the admission of such Shares to listing on any stock exchange on which
the Shares may then be listed;
(c) the receipt from the Optionee of such representations, warranties,
agreements and undertakings, as the Corporation determines to be necessary
or advisable in order to safeguard against the violation of the securities
laws of any jurisdiction; and
(d) the satisfaction of any conditions on exercise prescribed pursuant to
Article 3 hereof.
<PAGE>
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7.3 Options shall be evidenced by a share option agreement, instrument or
certificate in such form not inconsistent with this Plan as the Committee or the
Board may from time to time determine provided that the substance of Article 5
be included therein.
8. Certain Adjustments
-------------------
8.1 Subject to any required action by the shareholders of the Corporation, the
number of Shares covered by each outstanding Option, the number of Shares which
have been authorized for issuance under the Plan but as to which no Options have
yet been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the Option Price of each such outstanding
Option, shall be proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Shares, or any other increase
or decrease in the number of issued Shares effected without receipt of
consideration by the Corporation; provided, however, that conversion of any
convertible securities of the Corporation shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Corporation
of shares of any class, or securities convertible into shares of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number of Shares subject to and Option Price of an Option.
8.2 In the event of the proposed dissolution or liquidation of the Corporation,
the Board shall notify each Optionee as soon as practicable prior to the
effective date of such proposed transaction. The Board in its discretion may
provide for an Optionee to have the right to exercise his or her Option until
twenty (20) days prior to such transaction as to all of the Optioned Shares
covered thereby, including Shares as to which the Option would not otherwise be
exercisable. To the extent it has not been previously exercised, an Option will
terminate immediately prior to the consummation of such proposed action.
8.3 In the event of a merger of the Corporation with or into another
corporation, or the sale of substantially all of the assets of the Corporation,
each outstanding Option shall be assumed or an equivalent option or right
substituted by the successor corporation or an affiliate (within the meaning of
the Ontario Business Corporations Act (the "OBCA") of the successor corporation.
In the event that the successor corporation refuses to assume or substitute for
the Option, the Optionee shall fully vest in and have the right to exercise the
Option as to all of the Optioned Shares, including Shares as to which it would
not otherwise be vested or exercisable. If an Option becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Board shall notify the Optionee in writing or electronically
that the Option shall be fully vested and exercisable for a period of twenty
(20) days from the date of such notice, and the Option shall terminate upon the
expiration of such period. For the purposes of this paragraph, the Option shall
be considered assumed if, following the merger or sale of assets, the option or
right confers the right to purchase or receive, for each Share of Optioned
Shares subject to the Option immediately prior to the merger or sale of assets,
the consideration (whether shares, cash, or other securities or property)
received in the merger or sale of assets by
<PAGE>
-9-
holders of Shares for each Share held on the effective date of the transaction
(and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the merger or sale of
assets is not solely common shares of the successor corporation or its affiliate
(within the meaning of the OBCA), the Board may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option, for each Share of Optioned Shares subject to the Option,
to be solely common shares of the successor corporation or its affiliate (within
the meaning of the OBCA) equal in fair market value to the per share
consideration received by holders of Shares in the merger or sale of assets.
9. Amendment or Discontinuance of the Plan
---------------------------------------
9.1 The Board may amend the Plan at any time, provided, however, that no such
amendment may materially and adversely affect any Option previously granted to
an Optionee without consent of the Optionee, except to the extent required by
law. Any such amendment shall, if required, be subject to the prior approval of,
or acceptance by, any stock exchange or market on which the Shares are listed
and posted for trading.
9.2 Notwithstanding anything contained to the contrary in this Plan or in any
resolution of the Board in implementation thereof:
(a) subject to the rules of any relevant stock exchange or other
regulatory authority, the Board may, by resolution, advance the date on
which any Option may be exercised or extend the expiration date of any
Option. The Board shall not, in the event of any such advancement or
extension, be under any obligation to advance or extend the date on or by
which Options may be exercised by any other Optionee; and
(b) the Board may, by resolution, but subject to applicable regulatory
requirements, decide that any of the provisions hereof concerning the
effect of termination of the Optionee's office or directorship shall not
apply to any Optionee for any reason acceptable to the Board.
9.3 Notwithstanding the provisions of this Article 9, should changes be
required to the Plan by any securities commission, stock exchange or other
governmental or regulatory body of any jurisdiction to which the Plan or the
Corporation now is or hereafter becomes subject, such changes shall be made to
the Plan as are necessary to confirm with such requirements and, if such changes
are approved by the Board, the Plan, as amended, shall be filed with the records
of the Corporation and shall remain in full force and affect in its amended form
as of the date of its adoption by the Board.
9.4 Notwithstanding any other provision of this Plan, the Board may at any time
by resolution terminate this Plan. In such event, all Options then outstanding
and granted to an Optionee may be exercised by the Optionee for a period of
thirty (30) days after the date on which the Corporation
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shall have notified all Optionees of the termination of this Plan, but only to
the same extent as the Optionee could have exercised such Options immediately
prior to the date of such notification.
10. Miscellaneous Provisions
------------------------
10.1 An Optionee shall not have any rights as a shareholder of the Corporation
with respect to any of the Shares covered by such Option until the date of
issuance of a certificate for Shares upon the exercise of such Option, in full
or in part, and then only with respect to the Shares represented by such
certificate or certificates. Without in any way limiting the generality of the
foregoing, no adjustment shall be made for dividends or other rights for which
the record date is prior to the date such share certificate is issued.
10.2 Nothing in the Plan or any Option shall confer upon an Optionee any right
to continue or be re-elected as a director of the Corporation or any Affiliate
or any right to continue as an officer of the Corporation or any Affiliate.
10.3 The Plan and all matters to which reference is made herein shall be
governed by and interpreted in accordance with the laws of the Province of
[Ontario] and the laws of Canada applicable therein.
11. Shareholder and Regulatory Approval
-----------------------------------
11.1 The Plan shall be subject to ratification by the shareholders of the
Corporation to be effected by a resolution passed at a meeting of the
shareholders of the Corporation, and to acceptance by any relevant regulatory
authority. Any Options granted prior to such ratification and acceptance shall
be conditional upon such ratification and acceptance being given and no such
Options may be exercised unless and until such ratification and acceptance are
given.
<PAGE>
Exhibit 5.1
OPINION OF STEWART MCKELVEY STIRLING SCALES
File Reference: NS26117-3
February 7, 2000
Genesis Microchip Incorporated
165 Commerce Valley Drive W.
Thornhill, Ontario, Canada L3T 7V8
Ladies and Gentlemen:
We act as Nova Scotia counsel to Genesis Microchip Incorporated, a body
corporate under the laws of the Province of Nova Scotia ("Genesis"), and have
reviewed the Registration Statement on Form S-8 (the "Registration Statement"),
to be filed by Genesis on or about February 7, 2000 with the Securities and
Exchange Commission pursuant to The Securities Act of 1933, as amended, for the
registration of 100,000 common shares without nominal or par value in the
capital stock of Genesis for issuance under the 1997 Non-Employee Stock Option
Plan (the "Shares" and the "1997 Plan", as appropriate).
We have reviewed the Registration Statement and such agreements, records,
certificates and other documents and made such reviews, examinations and
inquiries and considered such matters of law as are, in our opinion, necessary
or appropriate for the purposes of rendering this opinion. In giving this
opinion, we have assumed the genuineness of all signatures (whether on originals
or copies of documents), the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as notarial, certified, conformed, photostatic or faxed copies thereof and the
authenticity of the originals of such documents.
On the basis of the foregoing and assuming the due execution and delivery
of certificates representing the Shares, we are of the opinion that the Shares,
when issued and delivered against payment of the agreed consideration therefor
in accordance with the terms of the 1997 Plan, will be validly issued, fully
paid and non-assessable.
We are qualified to practice law in the Province of Nova Scotia. The
opinion expressed in this letter relates only to the laws of Nova Scotia and the
federal laws of Canada applicable in the Province of Nova Scotia. No opinions
are expressed with respect to the laws of any other jurisdiction.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Stewart McKelvey Stirling Scales
/s/ Stewart McKelvey Stirling Scales
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS
GENESIS MICROCHIP INCORPORATED.
We consent to the incorporation by reference in this Registration Statement
on Form S-8 to be filed February 7, 2000 pertaining to the 1997 Non-Employee
Stock Option Plan of our report dated July 9, 1999 on the consolidated financial
statements of the Company as at March 31, 1999 and May 31, 1998 and for the ten
months ended March 31, 1999 and the two years ended May 31, 1998 included in the
March 31, 1999 Form 10-K of the Company.
/s/ KPMG LLP
Toronto, Canada
February 7, 2000
