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As filed with the Securities and Exchange Commission on June 28, 1999
Registration No. 333-______
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UNITED STATES
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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GLOBESPAN, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 3674 75-2658218
(State or other jurisdiction (Primary Standard (IRS Employer
of incorporation Industrial Classification Identification No.)
or organization) Code Number)
100 SCHULZ DRIVE
RED BANK, NEW JERSEY 07701
(732) 345-7500
(Address of principal executive offices) (Zip Code)
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GLOBESPAN, INC. 1996 EQUITY INCENTIVE PLAN
GLOBESPAN, INC. 1999 EQUITY INCENTIVE PLAN
GLOBESPAN, INC. EMPLOYEE STOCK PURCHASE PLAN
GLOBESPAN, INC. 1999 DIRECTOR STOCK PLAN
(Full title of the Plans)
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ROBERT J. MCMULLAN
CHIEF FINANCIAL OFFICER
GLOBESPAN, INC.
100 SCHULZ DRIVE
RED BANK, NEW JERSEY 07701
(Name and address of agent for service)
(732) 345-7500
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share Price(2) Fee
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<S> <C> <C> <C> <C>
1996 Equity Incentive Plan
Options N/A N/A N/A
Common Stock (par value $.001) 1,444,378 shares $15.00(2) $21,665,670(2) $6,023
1999 Equity Incentive Plan
Options N/A N/A N/A
Common Stock (par value $.001) 1,114,091 shares $15.00(2) $16,711,365(2) $4,646
Employee Stock Purchase Plan
Rights to Purchase 400,000 N/A N/A N/A
Common Stock (par value $.001) 400,000 shares $15.00(2) $ 6,000,000(2) $1,668
1999 Director Stock Plan
Options 250,000 N/A N/A N/A
Common Stock (par value $.001) 250,000 shares $15.00(2) $ 3,750,000(2) $1,042.50
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1999 Equity Incentive Plan,
1996 Equity Incentive Plan, the Employee Stock Purchase Plan, and the 1999
Director Stock Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
outstanding shares of Common Stock of GlobeSpan, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the fair market value
per share of Common Stock of GlobeSpan, Inc. on June 22, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
GlobeSpan, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):
(a) The Registrant's prospectus filed with the SEC pursuant to Rule
424(b) of the Securities Act of 1933, as amended (the "1933
Act"), in connection with the Registration Statement No.
333-75173 on Form S-1 filed with the SEC on May 10, 1999,
together with any and all amendments thereto, in which there is
set forth audited financial statements for the period from
inception through December 31, 1996 and for each of the
Registrant's fiscal years ending December 31, 1997 and 1998; and
(b) The Registrant's Registration Statement No. 000-26401 on Form 8-A
filed with the SEC on June 16, 1999, together with all amendments
thereto, pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "1934 Act") in which there is described the
terms, rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
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 authorizes a court
to award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. Article VII,
Section 6, of the Registrant's Bylaws provides for mandatory indemnification of
its directors and officers and permissible indemnification of employees and
other agents to the maximum extent permitted by the Delaware General Corporation
Law. The Registrant's Certificate of Incorporation provides that, pursuant to
Delaware law, its directors shall not be liable for monetary damages for breach
of their fiduciary duty as directors to the Registrant and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the
fiduciary duty of the directors, and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available under Delaware law. In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Registrant for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.
The Registrant has entered into Indemnification Agreements with its officers and
directors. The Indemnification Agreements provide the
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Registrant's officers and directors with further indemnification to the maximum
extent permitted by the Delaware General Corporation Law.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
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Exhibit Number Exhibit
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<S> <C>
4 Instrument Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-26401
on Form 8-A, together with all amendments thereto, which
is incorporated herein by reference pursuant to Item 3(d)
of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-5 of this
Registration Statement.
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Item 9. Undertakings
A. 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 (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in this Registration
Statement; (2) that for the purpose of determining any liability under the 1933
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 and (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 Registrant's 1999 Equity Incentive Plan, 1996 Equity
Incentive Plan, Employee Stock Purchase Plan, and the 1999 Director Option Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference in this 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. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
or otherwise, the Registrant has been advised that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Red Bank, State of New Jersey on this 25th day
of June, 1999.
GLOBESPAN, INC.
By: /s/Armando Geday
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Armando Geday
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of GlobeSpan, Inc., a
Delaware corporation, do hereby constitute and appoint Armando Geday and Robert
J. McMullan, and either of them, the lawful attorneys-in-fact and agents with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, and either one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Armando Geday President, Chief Executive June 25, 1999
- --------------------------------- Officer and Director
Armando Geday (Principal Executive Officer)
/s/ Robert McMullan Chief Financial Officer June 25, 1999
- --------------------------------- (Principal Financial and
Robert McMullan Accounting Officer) and Secretary
- --------------------------------- Director
Thomas Epley
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Signature Title Date
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<S> <C> <C>
/s/ Keith Geeslin Director June 25, 1999
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Keith Geeslin
Director
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David Stanton
June 25, 1999
/s/ Dipanjan Deb Director
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Dipanjan Deb
Director
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James Coulter
June 25, 1999
/s/ Barbara Connor Director
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Barbara Connor
June 25, 1999
/s/ Federico Faggin Director
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Federico Faggin
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EXHIBIT INDEX
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Exhibit Number Exhibit
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<S> <C>
4 Instrument Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-26401
on Form 8-A, together with all amendments thereto, which
is incorporated herein by reference pursuant to Item 3(d)
of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-5 of this
Registration Statement.
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Exhibit 5
June 28, 1999
GlobeSpan, Inc.
100 Schulz Drive
Red Bank, New Jersey 07701
Re: GlobeSpan, Inc. (the "Company")
Registration Statement for
an aggregate of 3,208,469 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of (i) 1,114,091 shares of Common
Stock available for issuance under the Company's 1999 Equity Incentive Plan,
1,444,378 shares of Common Stock available for issuance under the Company's 1996
Equity Incentive Plan, (ii) 400,000 shares of Common Stock available for
issuance under the Company's Employee Stock Purchase Plan and (iii) 250,000
shares of Common Stock available for issuance under the Company's 1999 Director
Option Plan. We advise you that, in our opinion, when such shares have been
issued and sold pursuant to the applicable provisions of the 1999 Equity
Incentive Plan, 1996 Equity Incentive Plan, the Employee Stock Purchase Plan,
and the 1999 Director Option Plan and in accordance with the Registration
Statement, such shares will be validly issued, fully paid and nonassessable
shares of GlobeSpan, Inc.'s Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP
Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
GlobeSpan, Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 12, 1999, except as to the
first paragraph of Note 14 which is as of June 18, 1999 relating to the
financial statements of GlobeSpan, Inc., which appears in the Prospectus
constituting part of the GlobeSpan, Inc.'s Registration Statement on Form S-1
(No. 333-75173).
PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 25, 1999
/s/ PricewaterhouseCoopers LLP
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PRICEWATERHOUSECOOPERS LLP
