<PAGE>
As filed with the Securities and Exchange Commission on March 7, 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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QUANTUM EFFECT DEVICES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0290544
(State of Incorporation) (I.R.S. Employer Identification No.
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2500 AUGUSTINE BOULEVARD, SUITE 200
SANTA CLARA, CALIFORNIA 95954
(408) 565-0300
(Address of principal executive offices)
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1999 Equity Incentive Plan
1999 Non-Employee Directors' Stock Option Plan
1999 Employee Stock Purchase Plan
(Full title of the plans)
THOMAS J. RIORDAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
QUANTUM EFFECT DEVICES, INC.
2500 AUGUSTINE BOULEVARD, SUITE 200
SANTA CLARA, CALIFORNIA 95954
(408) 565-0300
(Name, address, including zip code, and telephone number, including area code,
agent for service)
----------------
Copies to:
MATTHEW W. SONSINI, ESQ.
COOLEY GODWARD LLP
3000 EL CAMINO REAL
FIVE PALO ALTO SQUARE
PALO ALTO, CA 94306
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Offering Aggregate Amount of
to be Registered Amount to be Registered Price per Share (1) Offering Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and Common 6,302,319 shares $2.47-$92.88 $167,538,343.49 $44,230.12
Stock ($.001 par value
per share)
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and aggregate
offering price are based upon the (a) the weighted average exercise price
for shares subject to outstanding options granted by Quantum Effect
Devices, Inc. (the "Registrant") under the Registrant's 1999 Equity
Incentive Plan or (b) the average of the high and low prices of the
Registrant's Common Stock on March 3, 2000 as reported on the Nasdaq
National Market for shares reserved for future grant pursuant to (i) the
Registrant's 1999 Equity Incentive Plan, (ii) the Registrant's 1999
Non-Employee Directors' Stock Option Plan, and (iii) the Registrant's 1999
Employee Stock Purchase Plan.
1.
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The chart below details the calculations of the registration fee:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
OFFERING PRICE
SECURITIES NUMBER OF SHARES PER SHARE AGGREGATE OFFERING PRICE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shares issuable pursuant to
outstanding options granted under the
1999 Equity Incentive Plan 4,621,403 $2.47 $11,414,865.41
- -----------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to unissued
options under the 1999 Equity
Incentive Plan 1,180,916 $92.88 $109,683,478.08
- -----------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to unissued
options under the 1999 Non-Employee
Directors' Stock Option Plan 200,000 $92.88 $18,576,000
- -----------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to the 1999
Employee Stock Purchase Plan 300,000 $92.88 $27,864,000
- -----------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
2.
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PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference into this Registration
Statement:
(a) Registrant's prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), on February 2, 2000
(File No. 333-86901).
(b) The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A (File No. 333-86901), filed on January
25, 2000 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose of updating such
description.
All reports and other 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 which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby will be
passed upon for the Registrant by Cooley Godward LLP, Palo Alto, California. As
of the date of this Registration Statement, certain attorneys of Cooley Godward
own an aggregate of 7,125 shares of the Registrant's Common Stock.
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, indemnity 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 Securities Act of 1933, as amended (the "Act").
Article VI of the Registrant's Second Amended and Restated Certificate of
Incorporation provides for indemnification of its directors to the maximum
extent permitted by Delaware General Corporation Law and Section 43 of Article
XI of the Registrant's Bylaws provides for indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by the
Delaware General Corporation Law.
Registrant has entered into indemnity agreements with each of its
directors and officers which provide indemnification under certain circumstances
for acts and omissions which may not be covered by any directors' and officers'
liability insurance. The Registrant also maintains an insurance policy for its
directors and officers insuring against certain liabilities arising out of
certain matters, including matters arising under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
1.
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ITEM 8. EXHIBITS
EXHIBIT
NUMBER
4.1* Form of Common Stock Certificate
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants
23.2 Consent of Cooley Godward LLP (Included in Exhibit 5.1)
24.1 Power of Attorney (See signature page)
99.1* 1999 Equity Incentive Plan, Form of 1999 Equity Incentive Plan
Stock Option Agreement, Form of Stock Option Grant Notice and
Form of 1999 Equity Incentive Plan Notice of Exercise
99.2* 1999 Employee Stock Purchase Plan and Form of Offering Document
99.3* 1999 Non-Employee Directors' Stock Option Plan and Form of
Nonstatutory Option Agreement and Notice of Exercise
* Incorporated by reference from Registrant's Registration Statement of Form
S-1, as amended (File No. 333-86901), initially filed with the Securities and
Exchange Commission on September 10, 1999.
ITEM 9. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
(a) 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 Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b)
of this chapter) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective Registration
Statement; and
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
2.
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(c) 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.
2. 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 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 herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
3. 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 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, 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
Securities Act and will be governed by the final adjudication of such
issue.
3.
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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 Santa Clara, State of California, on March 7,
2000.
QUANTUM EFFECT DEVICES, INC.
By: /s/ Thomas J. Riordan
-----------------------------------
Thomas J. Riordan
Chief Executive Officer, President
and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas J. Riordan and Howard M. Bailey,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully 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 substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Thomas J. Riordan Chief Executive Officer, March 7, 2000
- -------------------------------------------- President and Director (Principal
Thomas J. Riordan Executive Officer)
/s/ Howard M. Bailey Chief Financial Officer March 7, 2000
- -------------------------------------------- (Principal Financial and
Howard M. Bailey Accounting Officer)
/s/ Barry L. Cox Chairman of the Board of March 7, 2000
- -------------------------------------------- Directors
Barry L. Cox
/s/ Bruce K. Graham Director March 7, 2000
- --------------------------------------------
Bruce K. Graham
/s/ Christopher J. Schaepe Director March 7, 2000
- --------------------------------------------
Christopher J. Schaepe
/s/ Lester M. Crudele Director March 7, 2000
- --------------------------------------------
Lester M. Crudele
</TABLE>
4.
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EXHIBIT INDEX
EXHIBIT
NUMBER Description
4.1* Form of Common Stock Certificate
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants
23.2 Consent of Cooley Godward LLP (Included in Exhibit 5.1)
24.1 Power of Attorney (See signature page)
99.1* 1999 Equity Incentive Plan, Form of 1999 Equity Incentive Plan
Stock Option Agreement, Form of Stock Option Grant Notice and
Form of 1999 Equity Incentive Plan Notice of Exercise
99.2* 1999 Employee Stock Purchase Plan and Form of Offering Document
99.3* 1999 Non-Employee Directors' Stock Option Plan and Form of
Nonstatutory Option Agreement and Notice of Exercise
- --------------
* Incorporated by reference from Registrant's Registration Statement of Form
S-1, as amended (File No. 333-86901), initially filed with the Securities and
Exchange Commission on September 10, 1999.
5.
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Exhibit 5.1
March 7, 2000
Quantum Effect Devices, Inc.
2500 Augustine Boulevard, Suite 200
Santa Clara, California 95954
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Quantum Effect Devices, Inc. (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to an aggregate
of 6,302,319 shares of the Company's Common Stock, $.001 par value, (the
"Shares") with respect to (a) 5,802,319 of the Shares issuable pursuant to its
1999 Equity Incentive Plan (the "Incentive Plan"); (b) 200,000 of the Shares
issuable pursuant to its 1999 Non-Employee Directors' Stock Option Plan (the
"Non-Employee Directors' Plan"); and (c) 300,000 of the Shares issuable pursuant
to its 1999 Employee Stock Purchase Plan (the "Employee Purchase Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and Bylaws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Incentive Plan, the
Non-Employee Directors' Plan, the Employee Purchase Plan, the Registration
Statement and related Prospectus, will be validly issued, fully paid, and
nonassessable (except as to shares issued pursuant to certain deferred payment
arrangements, which will be fully paid and nonassessable when such deferred
payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Matthew W. Sonsini
------------------------------------
Matthew W. Sonsini, Esq.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 11, 1999, except as to Note 10
which is as of December 28, 1999, relating to the financial statements of
Quantum Effect Devices, Inc., which appears in the Registration Statement on
Form S-1/A (No. 333-86901), filed on January 31, 2000.
PricewaterhouseCoopers, LLP
San Jose, California
March 6, 2000
