<PAGE>
As filed with the Securities and Exchange Commission on January 7, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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GENESIS MICROCHIP INCORPORATED
(Exact name of Registrant as specified in its charter)
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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)
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1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
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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)
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Copies to:
JEFFREY D. SAPER, ESQ.
NATHAN E. LINN, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Shares, no par value approved for
issuance under the 1997 Employee Stock
Purchase Plan (1)........................ 83,802 $14.59 $1,222,671.18 $322.79
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Totals 83,802 $1,222,671.18 $322.79
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</TABLE>
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(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 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 January
4, 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>
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES.
The Registrant previously filed a Registration Statement on Form S-8 with
the Securities and Exchange Commission on or about January 12, 1999 (SEC File
No. 333-70469) (the "Previous Form S-8"). The Previous Form S-8 was filed in
connection with the Registrant's 1997 Employee Stock Purchase Plan and the
Registrant's 1997 Employee Stock Option Plan. This Registration Statement
registers additional shares of the Registrant's Common Shares to be issued
pursuant to the 1997 Employee Stock Purchase Plan (the "1997 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.
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4.1 The 1997 Employee Stock Purchase Plan.*
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5.1 Opinion of Stewart McKelvey Stirling Scales regarding the validity of
securities being registered filed herewith.
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23.1 Consent of KPMG LLP filed herewith.
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23.2 Consent of counsel (contained in Exhibit 5.1).
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24.1 Power of Attorney (see page II-2).
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*Incorporated by reference to the Registrant's Registration Statement on Form
F-1 (file No. 333-8258), declared effective by the Securities and Exchange
Commission on February 23, 1998.
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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 7th day of January, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Paul M. Russo Chairman, Chief Executive Officer January 7, 2000
- ----------------------------------------------- and authorized U.S. Representative
Paul M. Russo
/s/ I. Eric Erdman Chief Financial Officer, Chief January 7, 2000
- ----------------------------------------------- Accounting Officer and Secretary
I. Eric Erdman
/s/ James E. Donegan Director January 7, 2000
- -----------------------------------------------
James E. Donegan
/s/ George A. Duguay Director January 7, 2000
- -----------------------------------------------
George A. Duguay
/s/ Lawrence G. Finch Director January 7, 2000
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Lawrence G. Finch
/s/ Alexander S. Lushtak Director January 7, 2000
- -----------------------------------------------
Alexander S. Lushtak
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Exhibit Document
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4.1 The 1997 Employee Stock Purchase Plan.*
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).
*Incorporated by reference to the Registrant's Registration Statement on
Form F-1 (file No. 333-8258), declared effective by the Securities and
Exchange Commission on February 23, 1998.
<PAGE>
EXHIBIT 5.1
[Letterhead of Stewart McKelvey Stirling Scales]
File Reference: NS26117-3
January 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 January 7, 2000 with the Securities and
Exchange Commission pursuant to The Securities Act of 1933, as amended, for the
registration of 83,802 common shares without nominal or par value in the capital
stock of Genesis for issuance under the 1997 Employee Stock Purchase 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.
/s/ STEWART MCKELVEY STIRLING SCALES
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS
GENESIS MICROCHIP INC.
We consent to the incorporation by reference in this Registration Statement on
Form S-8 to be filed January 7, 2000 pertaining to the 1997 Employee Stock
Purchase 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
January 6, 2000
