<PAGE>
As filed with the Securities and Exchange Commission on October 15, 1998
Registration No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
MIPS TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
----------------------
DELAWARE 77-0322161
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1225 CHARLESTON ROAD
MOUNTAIN VIEW, CA 94043
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
----------------------
MIPS TECHNOLOGIES, INC. 1998 LONG-TERM INCENTIVE PLAN
MIPS TECHNOLOGIES, INC. EMPLOYEE STOCK PURCHASE PLAN
MIPS TECHNOLOGIES, INC. DIRECTORS' STOCK OPTION PLAN
MIPS TECHNOLOGIES, INC. NON-U.S. STOCK PURCHASE PLAN
(Full titles of the plans)
----------------------
JOHN E. BOURGOIN
CHIEF EXECUTIVE OFFICER AND PRESIDENT
MIPS TECHNOLOGIES, INC.
1225 CHARLESTON ROAD
MOUNTAIN VIEW, CA 94043
(650) 567-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------
COPY TO:
TIMOTHY J. SPARKS, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(415) 493-9300
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
BE REGISTERED PER SHARE PRICE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$0.001 par value . . . . . . . . . 7,860,000 shares $14.4625 $113,675,187.37 $33,534.18
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 6,600,000 shares to be registered under the 1998 Long-Term
Incentive Plan (the "Incentive Plan"), 600,000 shares to be registered
under the Employee Stock Purchase Plan (the "Purchase Plan"), 600,000
shares to be registered under the Directors Stock Option Plan (the
"Director Plan"), and 60,000 shares to be registered under the Non-U.S.
Stock Purchase Plan (the "Non-U.S. Purchase Plan").
(2) The Proposed Maximum Offering Price Per Share was estimated in part
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), and in part pursuant to Rule 457(c) under the
Securities Act. With respect to (i) 3,264,900 shares which are subject
to outstanding options to purchase Common Stock under the Incentive Plan,
the Proposed Maximum Offering Price Per Share was estimated pursuant to
Rule 457(h) under which Rule the per share price of options to purchase
stock under an employee stock option plan may be estimated by reference
to the exercise price of such options. The weighted average exercise
price of 3,264,900 shares subject to outstanding options under the
Incentive Plan is $12.19581. With respect to (i) 80,000 shares of Common
Stock available for future grant under the Incentive Plan, (ii) 600,000
shares of Common Stock available for future grant under the Purchase Plan,
(iii) 600,000 shares of Common Stock available for future grant under the
Director Plan, and (iv) 60,000 shares of Common Stock available for future
grant under the Non-U.S. Purchase Plan, the estimated Proposed Maximum
Offering Price Per Share was estimated pursuant to Rule 457(c) whereby
the per share price was determined by reference to the average between
the high and low price reported in the Nasdaq National Market on
October 12, 1998, which average was $16.15625. The number referenced
above in the table entitled "Proposed Maximum Offering Price Per Share"
represents a weighted average of the foregoing estimates calculated in
accordance with Rules 457(h) and 457(c).
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
MIPS Technologies, Inc. (the "Company") hereby incorporates by reference
in this registration statement the following documents:
(a) The Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on September 24, 1998 (File No. 000-24487).
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") since
the end of the fiscal year covered by the registrant document referred to in
(a) above.
(c) The description of the Company's Common Stock to be offered
hereby is contained in the Company's Registration Statement on Form 8-A (No.
12G) filed pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated, or deemed
incorporated by reference in this Registration Statement shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation),
by reason of the fact that such person is or was an officer or director of
such corporation or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise.
The indemnity may include expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred
II-2
<PAGE>
by such person in connection with such action, suit or proceeding, provided
that such officer or director acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of criminal proceedings, had no reasonable
cause to believe his or her conduct was illegal. A Delaware corporation may
indemnify officers and directors against expenses (including attorneys' fees)
in connection with the defense or settlement of an action by or in the right
of the corporation under the same conditions, except that no indemnification
is permitted without judicial approval if the officer or director is adjudged
to be liable to the corporation. Where an officer or director is successful
on the merits or otherwise in the defense of any action referred to above,
the corporation must indemnify him or her against expenses which such officer
or director actually and reasonably incurred. The Restated Certificate of
Incorporation of the Company provides for indemnification of the officers and
directors of the Company to the full extent permitted by applicable law.
In accordance with Delaware law, the Restated Certificate of
Incorporation of the Company contains a provision to limit the personal
liability of directors of the Company for violations of their fiduciary duty.
This provision eliminates each director's liability to the Company or its
stockholders for monetary damages except (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, providing for
liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions or (iv) for any transaction from which a director
derived an improper personal benefit. The effect of this provision is to
eliminate the personal liability of directors for monetary damages for
actions involving a breach of their fiduciary duty of care, including any
such actions involving gross negligence.
The indemnification provisions in the Bylaws may be sufficiently broad
to permit indemnification of the registrant's directors and officers for
liabilities arising within the meaning of the Securities Act of 1933, as
amended (the "Securities Act").
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
<TABLE>
<CAPTION>
ITEM 8. EXHIBITS
<S> <C>
5.1 Opinion of Counsel
10.1* 1998 Long-Term Incentive Plan
10.2* Employee Stock Purchase Plan
10.3* Director's Stock Option Plan
10.4* Non-U.S. Stock Purchase Plan
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney
</TABLE>
* - Incorporated by reference to the exhibit filed with the Registrant's
registration stated on Form 10-K filed with the Securities and Exchange
Commission on September 24, 1998.
II-3
<PAGE>
ITEM 9. UNDERTAKINGS
(a) RULE 415 OFFERINGS 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, 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) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 5(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) 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) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
REGISTRATION STATEMENT ON FORM S-8
Insofar as indemnification for liabilities arising under the
Securities Act 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 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 Act and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the City of Mountain View, California, on October 12, 1998.
MIPS TECHNOLOGIES, INC.
By: /s/ JOHN E. BOURGOIN
---------------------
John E. Bourgoin
President, Chief Executive Officer
and Director
II-5
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John E. Bourgoin and Kevin C. Eichler,
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, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JOHN E. BOURGOIN Chairman of the Board, October 12, 1998
-------------------- President, Chief Executive
John E. Bourgoin Officer, and Director
(PRINCIPAL EXECUTIVE OFFICER)
/s/ KEVIN C. EICHLER Vice President of Finance and October 12, 1998
--------------------- Chief Financial Officer
Kevin C. Eichler (PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
/s/ WILLIAM M. KELLY Director October 12, 1998
---------------------
William M. Kelly
/s/ KENNETH L. COLEMAN Director October 13, 1998
----------------------
Kenneth L. Coleman
/s/ TERUYASU SEKIMOTO Director October 12, 1998
---------------------
Teruyasu Sekimoto
/s/ FOREST BASKETT Director October 13, 1998
------------------
Forest Baskett
/s/ ANTHONY B. HOLBROOK Director October 12, 1998
-----------------------
Anthony B. Holbrook
/s/ FRED M. GIBBONS Director October 12, 1998
-------------------
Fred M. Gibbons
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
-------
<S> <C>
5.1 Opinion of Counsel
10.1* 1998 Long-Term Incentive Plan
10.2* Employee Stock Purchase Plan
10.3* Director's Stock Option Plan
10.4* Non-U.S. Stock Purchase Plan
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-6)
</TABLE>
* - Incorporated by reference to the exhibit filed with the Registrant's
registration stated on Form 10-K filed with the Securities and Exchange
Commission on September 24, 1998.
II-7
<PAGE>
EXHIBIT 5.1
SHEARMAN & STERLING
555 California Street
San Francisco, California 94104-1522
October 12, 1998
MIPS Technologies, Inc.
1225 Charleston Road
Mountain View, CA 94043
Ladies and Gentlemen:
We have acted as counsel to MIPS Technologies, Inc., a Delaware
corporation (the "COMPANY"), in connection with the Registration Statement on
Form S-8 (the "REGISTRATION STATEMENT") of the Company to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), with respect to the 7,860,000 shares of
common stock, par value $0.001 per share, of the Company (the "SHARES"), to
be issued from time to time pursuant to the Company's 1998 Long-Term
Incentive Plan, Employee Stock Purchase Plan, Directors' Stock Option Plan
and Non-U.S. Stock Purchase Plan (each, a "PLAN").
In so acting, we have examined the Registration Statement and we
have also examined and relied as to factual matters upon the representations
and warranties contained in originals, or copies certified or otherwise
identified to our satisfaction, of such documents, records, certificates and
other instruments as in our judgment are necessary or appropriate to enable
us to render the opinion expressed below. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents,
certificates and instruments submitted to us as originals and the conformity
with originals of all documents submitted to us as copies.
The opinion expressed below is limited to the General Corporation
Law of the State of Delaware, and we do not express any opinion herein
concerning any other law.
Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the
Shares have been duly authorized by the Company and, when (a) issued and
delivered by the Company in accordance with the terms of the relevant Plan
and (b) paid for in full in accordance with the terms of the relevant Plan,
the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ SHEARMAN & STERLING
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1998 Long-Term Incentive Plan,
Employee Stock Purchase Plan, Directors' Stock Option Plan and Non-U.S. Stock
Purchase Plan of MIPS Technologies, Inc., of our report dated July 21, 1998
with respect to the financial statements of MIPS Technologies, Inc., included
in its Annual Report (Form 10-K) for the year ended June 30, 1998, filed with
the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
October 12, 1998
