As filed with the Securities and Exchange Commission on November 14, 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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GLOBESPAN, INC.
(Exact name of Registrant as specified in its charter)
Delaware 75-2658218
(State or other (I.R.S. employer
jurisdiction of identification number)
incorporation or
organization)
100 Schulz Drive
Red Bank, New Jersey 07701
(Address of Principal Executive Offices)
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ULTIMA COMMUNICATION, INC. 1999 STOCK OPTION/STOCK ISSUANCE PLAN
ATECOM, INC. 1996 STOCK PLAN
(Full title of the Plans)
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Richard Gottuso
100 Schulz Drive
Red Bank, New Jersey 07701
(Name, address and telephone number, including area
code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share(1) price fee
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Ultima Communication, Inc.
1999 Stock Option/Stock Issuance Plan
Common Stock,
par value ($.001) 5,456 $3.87 $21,114.72 $56
AtecoM, Inc.
1996 Stock Plan
Common Stock,
par value ($.001) 8,446 $5.94 $50,169.24 $133
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
(the "1933 Act"), the fee is calculated on the basis of the price at
which the options may be exercised.
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Introductory Note
On July 14, 2000, pursuant to an agreement and plan of merger, dated
July 14, 2000(the "Merger Agreement"), among GlobeSpan, Inc., a Delaware
corporation (the "Registrant" or "GlobeSpan"), UCI Acquisition Corp. (a wholly
owned subsidiary of GlobeSpan) and Ultima Communications, Inc. ("Ultima"), UCI
Acquisition Corp. was merged with and into Ultima (the "Merger"). Ultima was the
surviving corporation in the Merger. On the closing date of the Merger, each
outstanding option or right to acquire Ultima common stock (an "Ultima Option"),
shall be assumed by GlobeSpan and deemed to constitute an option to acquire, on
the same terms and conditions as were applicable under the Ultima 1999 Stock
Option/Stock Issuance Plan, the number of shares of GlobeSpan common stock
obtained by multiplying .02586 by the number of shares of Ultima common stock
issuable under such Ultima Option, at a price per share equal to (x) the
aggregate exercise price for the shares of Ultima common stock otherwise
purchasable pursuant to such Ultima Option divided by (y) the number of whole
shares of GlobeSpan common stock deemed purchasable pursuant to such Ultima
Option, provided, however, that, in the case of any Ultima Option to which
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
applies, the option
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price, the number of shares purchasable pursuant to such option and the terms
and conditions of exercise of such option shall be determined in order to comply
with Section 422(a) of the Code.
On September 21, 2000, pursuant to an agreement and plan of merger,
dated as of September 21, 2000 (the "Merger Agreement"), among GlobeSpan, Moca
Acquisition Corp. (a wholly owned subsidiary of GlobeSpan) and ATecoM, Inc.
("ATecoM"), Moca Acquisition Corp. was merged with and into ATecoM (the "ATecoM
Merger"). ATecoM was the surviving corporation in the Merger. On the closing
date of the ATecoM Merger, each outstanding ATecoM option to purchase shares of
its Common Stock, no par value, was, without any further action on the part of
any holder thereof, assumed and converted into a GlobeSpan option to purchase
.02276 shares of GlobeSpan Common Stock, at an exercise price per share of
GlobeSpan Common Stock equal to the exercise price per option on each ATecoM
option divided by .02276 (rounded up to the nearest whole cent). GlobeSpan
agrees that one-half of any assumed ATecoM options shall become fully vested on
the six-month anniversary of the closing date of the ATecoM Merger and the
remaining one-half of any assumed ATecoM options shall become fully vested on
the one-year anniversary of the closing date of the Merger, in each case subject
to the continuous employment of the optionee on the respective vesting dates.
Except as provided above, the terms, exercisability, vesting schedule, status as
an "incentive stock option" under Section 422 of the Code, if applicable, and
all other terms and conditions of the ATecoM options will otherwise continue
unamended with respect to the GlobeSpan options. Continuous employment with
ATecoM will be credited to an optionee of ATecoM for purposes of determining the
number of shares of GlobeSpan Common Stock subject to exercise under an
exchanged ATecoM option after the effective time of the ATecoM Merger.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
GlobeSpan will send or give the documents containing the information
specified in Part I of Form S-8 to employees as specified by the Securities and
Exchange Commission Rule 428(b)(1) under the 1933 Act. GlobeSpan does not need
to file these documents with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements under Rule 424 of the
1933 Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference herein the following
documents which have been filed with the Securities and Exchange Commission (the
"Commission"):
1. The Registrant's Annual Report filed on Form 10-K for the fiscal
year ended December 31, 1999 as filed with the Commission on March 30, 2000.
2. The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 30, 2000 as filed with the Commission on May 15, 2000.
3. The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2000 as filed with the Commission on August 11, 2000.
4. The Registrant's Quarterly Repor0t on Form 10-Q for the quarterly
period ended September 30, 2000 as filed with the Commission on November 13,
2000.
5. The Registrant's Current Reports on Form 8-K and 8-K/A as filed
with the Commission on October 10, 2000, July 31, 2000, July 14, 2000, May 18,
2000; May 12, 2000; April 14, 2000; March 10, 2000 and January 26, 2000.
6. The Registrant's Registration Statement No. 000-26401 on Form 8-A
filed with the Commission on June 16, 1999, together with all amendments
thereto, pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding Common Stock.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment hereto that
indicates that all securities offered have been sold or that deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated by reference herein
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 that also is incorporated or 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.
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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
provisions also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state of federal environmental laws.
The Registrant has entered into Indemnification Agreements with its officers and
directors. The Indemnification Agreements provide the 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.
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ITEM 8. EXHIBITS.
Exhibit
Number Description
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4.1 Instrument Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 000-26401 on Form 8-A,
together with all amendments to that document, all of which are
incorporated by reference into this document.
*4.2 Ultima Communication, Inc. 1999 Stock Option/Stock Issuance Plan
*4.3 ATecoM, Inc. 1996 Stock Plan
*5 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol as to the
legality of the securities being registered
*23.1 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included in
Exhibit 5)
*23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
*23.3 Consent of Ernst & Young LLP
*23.4 Consent of Deloitte & Touche LLP
*24 Power of Attorney
* Filed herewith
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
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
1933 Act, each such post-effective amendment shall be deemed a
new Registration Statement relating to the securities offered
therein, and the offering of such securities
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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 offering.
(b) The undersigned Registrant hereby undertakes that, for the
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 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.
(h) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described above, or
otherwise, the Registrant has been advised that in the opinion of the
Commission 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 1933 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 Red Bank, State of New Jersey on this 13th day of November, 2000.
GLOBESPAN, INC.
By: /s/ Armando Geday
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Armando Geday
President and Chief Executive
Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Armando Geday and Robert J. McMullan, and
either of them singly (with full power to either of them to act alone), as true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in either of them for him and in his name, place and stead, and
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement (or any other
Registration Statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) under the 1933 Act), and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and either of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as full to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their or
his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
Signatures Title Date
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/s/ Armando Geday President, Chief Executive November 13, 2000
------------------------ Officer and Director
Armando Geday (Principal Executive Officer)
/s/ Robert J. McMULLAN Chief Financial Officer November 13, 2000
------------------------ (Principal Accounting
Robert J. McMULLAN Officer)
/s/ Thomas Epley Director November 13, 2000
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Thomas Epley
/s/ Keith Geeslin Director November 13, 2000
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Keith Geeslin
/s/ David Stanton Director November 13, 2000
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David Stanton
Director November _, 2000
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Dipanjan Deb
/s/ James Coulter Director November 13, 2000
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James Coulter
/s/ Barbara Connor Director November 13, 2000
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Barbara Connor
/s/ Frederico Faggin Director November 13, 2000
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Frederico Faggin
Director November _, 2000
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John Marren
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Instrument Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 000-26401 on Form 8-A,
together with all amendments to that document, all of which are
incorporated by reference into this document.
*4.2 Ultima Communication, Inc. 1999 Stock Option/Stock Issuance Plan
*4.3 ATecoM, Inc. 1996 Stock Plan
*5 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol as to the
legality of the securities being registered
*23.1 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included in
Exhibit 5)
*23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
*23.3 Consent of Ernst & Young LLP
*23.4 Consent of Deloitte & Touche LLP
*24 Power of Attorney
* Filed herewith
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