<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 27, 2000.
REGISTRATION NO. 333-40782
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GLOBESPAN, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 3674 75-2658218
(State or other jurisdiction of (Primary standard industrial (I.R.S. Employer
incorporation or organization) classification code number) Identification Number)
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100 SCHULZ DRIVE
RED BANK, NJ 07701
(732) 345-7500
(Address and telephone number of Registrant's principal executive offices)
------------------------------
ROBERT J. MCMULLAN
CHIEF FINANCIAL OFFICER
GLOBESPAN, INC.
100 SCHULZ DRIVE
RED BANK, NJ 07701
(732) 345-7500
(Name, address and telephone number of agent for service)
------------------------------
COPIES TO:
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JONATHAN P. CRAMER, ESQ. PAUL K. RISKO, ESQ.
REBOUL, MACMURRAY, HEWITT, MAYNARD & SIDLEY & AUSTIN
KRISTOL 875 THIRD AVENUE
45 ROCKEFELLER PLAZA NEW YORK, NY 10022
NEW YORK, NY 10111 (212) 906-2000
(212) 841-5700
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, or the Securities Act, check the following
box. / / __________________________
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same
offering. / / __________________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / __________________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
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EXPLANATORY NOTE
The sole purpose of this amendment is to file exhibits.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by GlobeSpan in connection with
the sale of common stock being registered. All amounts are estimates except the
SEC registration fee and the NASD filing fees.
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SEC registration fee........................................ $ 256,628
NASD fee.................................................... 30,500
Nasdaq National Market listing fee.......................... 15,000
Printing and engraving expenses............................. 500,000
Legal fees and expenses..................................... 600,000
Accounting fees and expenses................................ 600,000
Blue sky fees and expenses.................................. 10,000
Transfer agent fees......................................... 5,000
Miscellaneous fees and expenses............................. 282,872
----------
Total................................................. $2,300,000
==========
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ITEM 15. 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 specified circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities 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 the directors' fiduciary duty
as directors to GlobeSpan and its stockholders. This provision in the
certificate of incorporation does not eliminate the directors' fiduciary duty,
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 GlobeSpan 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.
II-1
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------
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1.1 Form of Underwriting Agreement (preliminary form).
2.1 Agreement and Plan of Merger among the Registrant, FTI
Acquisition Corp. and Ficon Technology, Inc., dated January
12, 2000 (incorporated into this document by reference to
Exhibit 2.1 to the Registrant's Current Report on Form 8-K
filed on March 10, 2000).
2.2 Asset Purchase Agreement between the Registrant and PairGain
Technologies, Inc., dated January 24, 2000 (incorporated
into this document by reference to Exhibit 2.2 to the
Registrant's Current Report on Form 8-K filed on March 10,
2000).
2.3 Agreement and Plan of Merger among the Registrant, Needles
Acquisition Corp. and T.sqware, Inc., dated April 20, 2000
(incorporated into this document by reference to
Exhibit 2.1 to the Registrant's Current Report on Form 8-K
filed on May 12, 2000).
2.4* Amended and Restated Agreement and Plan of Merger among the
Registrant, Indigo Acquisition Corp. and iCompression, Inc.,
dated June 13, 2000.
4.1 Specimen Common Stock certificate (incorporated into this
document by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-1 (File No. 333-75173)).
4.2 Warrant for the purchase of Common Stock made by the
Registrant and held by Cisco Systems, Inc., dated May 6,
1999 (incorporated into this document by reference to
Exhibit 10.20 to the Registrant's Registration Statement on
Form S-1 (File No. 333-75173)).
4.3 Warrant for the purchase of Common Stock made by the
Registrant and held by Cisco Systems, Inc., dated May 6,
1999 (incorporated into this document by reference to
Exhibit 10.21 to the Registrant's Registration Statement on
Form S-1 (File No. 333-75173).
4.4 Investors's Rights Agreement, dated May 6, 1999, between the
Registrant, Intel Corporation, Cisco Systems, Inc. and
Communication Partners, L.P. (incorporated into this
document by reference to Exhibit 10.19 to the Registrant's
Registration Statement on Form S-1 (File No. 333-75173)).
4.5 Registration Rights Agreement between the Registrant and
PairGain Technologies, Inc., dated February 24, 2000
(incorporated into this document by reference to
Exhibit 4.1 to the Registrant's Current Report on Form 8-K
filed on March 10, 2000).
4.6 Subordinated Convertible Promissory Note issued by Company
to PairGain Technologies, Inc., dated February 24, 2000
(incorporated into this document by reference to
Exhibit 10.1 to the Registrant's Current Report on Form 8-K
filed on March 10, 2000).
4.7* Registration Rights Agreement between the Several Persons
named in Annex I thereto, dated January 28, 2000.
5.1 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol.
21.1* Subsidiaries of the Registrant.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Ernst & Young LLP, Independent Auditors.
23.3* Consent of Deloitte & Touche LLP.
23.4 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol
(included in Exhibit 5.1).
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II-2
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EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------
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24.1* Power of Attorney (included in the signature page of the
Registration Statement).
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* Previously filed.
ITEM 17. UNDERTAKINGS
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 15(d) of the
Securities Exchange Act of 1934, as amended (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities 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.
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 Delaware General Corporation Law, the Certificate of
Incorporation or the Bylaws of the Registrant, the Underwriting Agreement, 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 Securities 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 hereunder, 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
The Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on this 26th day of July, 2000.
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GLOBESPAN, INC.
By: /s/ ARMANDO GEDAY
-----------------------------------------
Armando Geday
President and Chief Executive Officer
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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 DATES INDICATED:
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/s/ ARMANDO GEDAY President, Chief Executive
------------------------------------------- Officer (Principal Executive July 26, 2000
Armando Geday Officer) and Director
* Chief Financial Officer
------------------------------------------- (Principal Financial and July 26, 2000
Robert McMullan Accounting Officer)
*
------------------------------------------- Director July 26, 2000
Thomas Epley
*
------------------------------------------- Director July 26, 2000
Keith Geeslin
*
------------------------------------------- Director July 26, 2000
David Stanton
*
------------------------------------------- Director July 26, 2000
Dipanjan Deb
*
------------------------------------------- Director July 26, 2000
James Coulter
*
------------------------------------------- Director July 26, 2000
Barbara Connor
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II-4
<PAGE>
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*
------------------------------------------- Director July 26, 2000
Federico Faggin
*
------------------------------------------- Director July 26, 2000
John Marren
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*By: /s/ ROBERT MCMULLAN
--------------------------------------
Robert McMullan
individually and as
Attorney-in-Fact
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II-5
<PAGE>
EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------
<C> <S>
1.1 Form of Underwriting Agreement (preliminary form).
2.1 Agreement and Plan of Merger among the Registrant, FTI
Acquisition Corp. and Ficon Technology, Inc., dated January
12, 2000 (incorporated into this document by reference to
Exhibit 2.1 to the Registrant's Current Report on Form 8-K
filed on March 10, 2000).
2.2 Asset Purchase Agreement between the Registrant and PairGain
Technologies, Inc., dated January 24, 2000 (incorporated
into this document by reference to Exhibit 2.2 to the
Registrant's Current Report on Form 8-K filed on March 10,
2000).
2.3 Agreement and Plan of Merger among the Registrant, Needles
Acquisition Corp. and T.sqware, Inc., dated April 20, 2000
(incorporated into this document by reference to
Exhibit 2.1 to the Registrant's Current Report on Form 8-K
filed on May 12, 2000).
2.4* Amended and Restated Agreement and Plan of Merger among the
Registrant, Indigo Acquisition Corp. and iCompression, Inc.,
dated June 13, 2000.
4.1 Specimen Common Stock certificate (incorporated into this
document by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-1 (File No. 333-75173)).
4.2 Warrant for the purchase of Common Stock made by the
Registrant and held by Cisco Systems, Inc., dated May 6,
1999 (incorporated into this document by reference to
Exhibit 10.20 to the Registrant's Registration Statement on
Form S-1 (File No. 333-75173)).
4.3 Warrant for the purchase of Common Stock made by the
Registrant and held by Cisco Systems, Inc., dated May 6,
1999 (incorporated into this document by reference to
Exhibit 10.21 to the Registrant's Registration Statement on
Form S-1 (File No. 333-75173).
4.4 Investors's Rights Agreement, dated May 6, 1999, between the
Registrant, Intel Corporation, Cisco Systems, Inc. and
Communication Partners, L.P. (incorporated into this
document by reference to Exhibit 10.19 to the Registrant's
Registration Statement on Form S-1 (File No. 333-75173)).
4.5 Registration Rights Agreement between the Registrant and
PairGain Technologies, Inc., dated February 24, 2000
(incorporated into this document by reference to
Exhibit 4.1 to the Registrant's Current Report on Form 8-K
filed on March 10, 2000).
4.6 Subordinated Convertible Promissory Note issued by Company
to PairGain Technologies, Inc., dated February 24, 2000
(incorporated into this document by reference to
Exhibit 10.1 to the Registrant's Current Report on Form 8-K
filed on March 10, 2000).
4.7* Registration Rights Agreement between the Several Persons
named in Annex I thereto, dated January 28, 2000.
5.1 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol.
21.1* Subsidiaries of the Registrant.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Ernst & Young LLP, Independent Auditors.
23.3* Consent of Deloitte & Touche LLP.
23.4 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol
(included in Exhibit 5.1).
24.1* Power of Attorney (included in the signature page of the
Registration Statement).
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* Previously filed.
