As filed with the Securities and Exchange Commission on January 25, 2000
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 issuer as specified in its charter)
Delaware 77-0322161
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1225 Charleston Road
Mountain View, CA 94043-1353
(Address of principal executive offices)
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MIPS Technologies, Inc. 1998 Long-Term Incentive Plan
MIPS Technologies, Inc. Employee Stock Purchase Plan
MIPS Technologies, Inc. Directors' Stock Option Plan
(Full titles of the plans)
----------------------
John E. Bourgoin
Chief Executive Officer and President
MIPS TECHNOLOGIES, INC.
1225 Charleston Road
Mountain View, CA 94043-1353
(650) 567-5000
(Name, address and telephone number of agent for service)
----------------------
Copy to:
Kenneth Hirschman, Esq.
Shearman & Sterling
1550 El Camino Real
Menlo Park, CA 94025-4100
(650) 330-2228
----------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share(*) Offering Price Registration Fee
<S> <C> <C> <C> <C>
Class A Common Stock, 1,676,481 $55.3125 $92,730,355 $24,481
$0.001 par value
===============================================================================================================
</TABLE>
(*) The price shown is the average between the high and low prices of the
Class A Common Stock reported on the Nasdaq National Market on January
20, 2000 in accordance with Rule 457(c), and is being used solely for
the purpose of calculating the registration fee.
<PAGE>
STATEMENT PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
The contents of the Registrant's Registration Statement on Form S-8
(333-65693), as filed with the Securities and Exchange Commission on October 15,
1998, are incorporated by reference herein.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
5.1 Opinion of Counsel
10.8* 1998 Long-Term Incentive Plan, as amended
10.9* Employee Stock Purchase Plan, as amended
10.10** Directors' Stock Option Plan, as amended
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
* Incorporated by reference to the exhibits filed with the Registrant's
definitive proxy statement filed with the Securities and Exchange
Commission on September 22, 1999.
** Incorporated by reference to the exhibit filed with the Registrant's
annual report on Form 10-K filed with the Securities and Exchange
Commission on September 21, 1999.
II-1
<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 January 24, 2000.
MIPS TECHNOLOGIES, INC.
By: /s/ John E. Bourgoin
-----------------------------------------------
John E. Bourgoin
President, Chief Executive Officer and Director
II-2
<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.
Signature Title Date
/s/ John E. Bourgoin Chairman of the Board, President,
- ------------------------ Chief Executive Officer, and
John E. Bourgoin Director (Principal Executive
Officer) January 24, 2000
/s/ Kevin C. Eichler Vice President of Finance and
- ------------------------ Administration, Chief Financial
Kevin C. Eichler Officer and Secretary (Principal
Financial and Accounting Officer) January 24, 2000
Director January 24, 2000
- ------------------------
William M. Kelly
/s/ Kenneth L. Coleman Director January 24, 2000
- ------------------------
Kenneth L. Coleman
/s/ Teruyasu Sekimoto Director January 24, 2000
- ------------------------
Teruyasu Sekimoto
/s/ Kurt Akeley Director January 24, 2000
- ------------------------
Kurt Akeley
/s/ Anthony B. Holbrook Director January 24, 2000
- ------------------------
Anthony B. Holbrook
/s/ Fred M. Gibbons Director January 24, 2000
- ------------------------
Fred M. Gibbons
II-3
<PAGE>
EXHIBIT INDEX
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
5.1 Opinion of Counsel
10.8* 1998 Long-Term Incentive Plan, as amended
10.9* Employee Stock Purchase Plan, as amended
10.10** Directors' Stock Option Plan, as amended
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
* Incorporated by reference to the exhibits filed with the Registrant's
definitive proxy statement filed with the Securities and Exchange
Commission on September 22, 1999.
** Incorporated by reference to the exhibit filed with the Registrant's
annual report on Form 10-K filed with the Securities and Exchange
Commission on September 21, 1999.
II-4
EXHIBIT 5.1
SHEARMAN & STERLING
1550 El Camino Real
Menlo Park, CA 94025-4100
January 25, 2000
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 1,676,481 shares of Class A
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 and Directors' Stock Option 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,
SHEARMAN & STERLING
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 and the Directors' Stock Option Plan of MIPS Technologies, Inc. of our
report dated July 16, 1999, with respect to the consolidated financial
statements of MIPS Technologies, Inc. included in its Annual Report (Form 10-K)
for the year ended June 30, 1999, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
San Jose, California
January 24, 2000
