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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 2000
REGISTRATION NO. 333-86901
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 6
TO
FORM S-1
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)
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DELAWARE 3674 77-0290544
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
Number)
</TABLE>
3255-3 SCOTT BOULEVARD, SUITE 200
SANTA CLARA, CALIFORNIA 95054
(408) 565-0300
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
THOMAS J. RIORDAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
QUANTUM EFFECT DEVICES, INC.
3255-3 SCOTT BOULEVARD, SUITE 200
SANTA CLARA, CALIFORNIA 95054
(408) 565-0300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
ALAN C. MENDELSON, ESQ. JEFFREY R. VETTER, ESQ.
MATTHEW W. SONSINI, ESQ. CRAIG A. MENDEN, ESQ.
Cooley Godward LLP Fenwick & West LLP
Five Palo Alto Square Two Palo Alto Square
3000 El Camino Real 3000 El Camino Real
Palo Alto, CA 94306-2155 Palo Alto, CA 94306-2155
(650) 843-5000 (650) 494-0600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
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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 (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, 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
number for the same offering. / / ______
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration 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,
check the following box. / /
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CALCULATION OF REGISTRATION FEE CHART
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<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE PRICE(1) REGISTRATION FEE
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Common Stock, $0.001 par value...... 4,278,000 $15.00 $64,170,000 $16,940.88(3)
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(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(a) under the Securities Act of 1933.
(2) Includes 558,000 shares subject to the underwriters' over-allotment option.
(3) Of this amount, $13,552.70 was previously paid.
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THE 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 WHICH 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 COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the registrant in connection
with the distribution of the common stock being registered. All amounts are
estimated, except the SEC Registration Fee, the NASD Filing Fee and the Nasdaq
National Market Filing Fee:
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SEC Registration Fee.............................................. $ 16,941
NASD Filing Fee................................................... 6,683
Nasdaq National Market Initial Filing Fee......................... 90,000
Blue Sky Fees and Expenses........................................ 15,000
Accounting Fees................................................... 200,000
Legal Fees and Expenses........................................... 350,000
Transfer Agent and Registrar Fees................................. 10,000
Printing and Engraving............................................ 250,000
Miscellaneous..................................................... 11,376
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Total......................................................... $ 950,000
=========
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ITEM 14. 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 Amended and Restated Certificate of Incorporation
provides for indemnification of its directors to the maximum extent permitted by
the 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. In addition, the Registrant intends to enter into
Indemnification Agreements with each director and certain officers containing
provisions which are in some respects broader than the specific indemnification
provisions contained in the Delaware General Corporation Law. The
indemnification agreements may require the Company, among other things, to
indemnify its directors against certain liabilities that may arise by reason of
their status or service as directors (other than liabilities arising from
willful misconduct of culpable nature), to advance their expenses incurred as a
result of any proceeding against them as to which they could be indemnified, and
to obtain directors' insurance if available on reasonable terms. Reference is
also made to Sections 7 and 8 of the Underwriting Agreement contained in
Exhibit 1.1 hereto, indemnifying officers and directors of the Company against
certain liabilities.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Since inception, we have sold and issued the following unregistered
securities:
(1) From May 1, 1992 to September 1999, we granted stock options to purchase
an aggregate of 9,090,855 shares of common stock at exercise prices ranging from
$0.15 to $10.00 per share to employees, consultants, directors and other service
providers pursuant to our 1992 and 1997 Stock Option Plans.
(2) On November 15, 1991, we sold 800,000 shares of common stock to each of
our founders, Earl Killian, Raymond Kunita and Thomas J. Riordan. The price per
share of $0.001 for an aggregate purchase price of $2,400.
II-1
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(3) On November 15, 1991, we sold 2,200,000 shares of our common stock to
Integrated Device Technology, Inc. under a stock purchase agreement at a price
per share of $0.001 for an aggregate purchase price of $2,200.
(4) On March 1, 1999, we sold 237,500 shares of our common stock and
1,047,454 shares of our Series D preferred stock to Cisco Systems, Inc. for an
aggregate purchase price of $5,000,001.
(5) On January 24, 1992, we sold an aggregate of 1,800,000 shares of
Series A preferred stock to two purchasers at a price per share of $1.40 for an
aggregate purchase price of $2,520,000.
(6) On August 18, 1995, we sold an aggregate of 2,500,000 shares of
Series B preferred stock to two purchasers at a price per share of $2.40 for an
aggregate purchase price of $6,000,000.
(7) On April 16, 1998 and May 15, 1998, we sold an aggregate of 4,800,000
shares of Series C preferred stock to 37 purchasers at a price per share of
$2.50 for an aggregate purchase price of $12,000,000.
(8) On March 1, 1999 and March 16, 1999, we sold an aggregate of 4,518,837
shares of Series D preferred stock to 28 purchasers at a price per share of
$4.32 for an aggregate purchase price of $19,521,376.
The sales and issuances of securities described in paragraphs (1) and (2)
above were deemed to be exempt from registration under the Securities Act by
virtue of Rule 701 of the Securities Act in that they were offered and sold
either pursuant to a written compensatory benefit plan or pursuant to a written
contract relating to compensation, as provided by Rule 701.
The sales and issuances of securities described in paragraphs (3) through
(8) above were deemed to be exempt from registration under the Securities Act by
virtue of Rule 4(2) or Rule 506 under Regulation D promulgated thereunder.
Appropriate legends are affixed to the stock certificates issued in the
aforemention transactions. Similar legends were imposed in connection with any
subsequent sales of any such securities. All recipients either received adequate
information about us or had access, through employment or other relationships,
to such information.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
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1.1+ Form of Underwriting Agreement
3.1+ Amended and Restated Certificate of Incorporation of the Registrant
3.2+ Form of Second Amended and Restated Certificate of Incorporation of the Registrant
to be filed upon the closing of the offering made pursuant to this registration
statement
3.3+ Bylaws of the Registrant
4.1+ Specimen Common Stock Certificate
4.2+ Warrant to purchase Series B Preferred Stock, issued by Quantum Effect
Design, Inc. to Comdisco, Inc., dated September 30, 1997
4.3+ Warrant to purchase Series B Preferred Stock, issued by Quantum Effect
Design, Inc. to Comdisco, Inc., dated September 30, 1997
4.4+ Warrant to purchase Series C Preferred Stock, issued by Quantum Effect
Design, Inc. to Comdisco, Inc., dated July 24, 1998
4.5+ Warrant to purchase Common Stock, issued by Quantum Effect Design, Inc. to Venture
Lending & Leasing II, Inc., dated January 11, 1999
4.6+ Amended and Restated Investors' Rights Agreement dated March 16, 1999
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5.1+ Opinion of Cooley Godward LLP
10.1+ Form of Indemnity Agreement between the Registrant and its directors and officers.
10.2+ 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
10.3+ 1999 Employee Stock Purchase Plan and Form of Offering Document
10.4+ 1999 Non-Employee Directors' Stock Option Plan and Form of Nonstatutory Stock
Option Agreement and Notice of Exercise
10.5+ Commercial Lease Agreement, by and between Peachtree Associates and Quantum Effect
Design, Inc., dated March 22, 1999
10.6+ Lease Agreement, by and among John Arrillaga, Richard Peery and Quantum Effect
Design, Inc., dated December 3, 1998; Amendment No. 1 to Lease Agreement dated
December 3, 1998, by and among John Arrillaga, Richard Perry and Quantum Effect
Design, Inc., dated August 16, 1999
10.7+ Lease Agreement, by and among John Arrillaga, Richard Peery and Quantum Effect
Design, Inc., dated September 14, 1994; Amendment No. 1 to Lease Agreement dated
September 14, 1994, by and among John Arrillaga, Richard Peery and Quantum
Effect Design, Inc., dated February 11, 1998; Amendment No. 2 to Lease Agreement
dated September 14, 1994, by and among John Arrillaga, Richard Peery and Quantum
Effect Design, Inc., dated December 3, 1998; Amendment No. 3 to Lease Agreement
dated September 14, 1994, by and among John Arrillaga, Richard Perry and Quantum
Effect Design, Inc., dated August 16, 1999
10.8+ Lease Agreement, by and among John Arrillaga, Richard Perry and Quantum Effect
Design, Inc., dated August 16, 1999
10.9**+ Technology License Agreement, by and between Weitek Corporation and MIPS Computer
Systems, Inc., dated June 29, 1990; Assignment Agreement, by and between Weitek
Corporation and Quantum Effect Design, Inc., dated June 19, 1996; Amendment
No. 1 to the Technology License Agreement, by and between MIPS Technology, Inc.
and Quantum Effect Design, Inc., dated March 31, 1997
10.10**+ Agreement for Purchase and Sale of Custom Semiconductor Products, by and between
IBM Corporation and Quantum Effect Design, Inc., dated September 4, 1997;
Amendment 1 to the Agreement for Purchase and Sale of Custom Semiconductor
Products with Agreement No. X0468, by and between IBM Corporation and Quantum
Effect Devices, Inc., effective November 15, 1999
10.11**+ Development and License Agreement, by and between Integrated Device
Technology, Inc. and Quantum Effect Design, Inc., dated January 13, 1992
10.12**+ Development Agreement, by and between Integrated Device Technology, Inc. and
Quantum Effect Design, Inc., dated June 12, 1996
10.13+ 1997 Stock Option Agreement, by and between Barry L. Cox and Quantum Effect
Design, Inc.
10.14+ 1997 Stock Option Agreement, by and between Howard M. Bailey and Quantum Effect
Design, Inc.
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 pages)
27.1+ Financial Data Schedule
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** Confidential treatment has been requested with respect to portions of this
exhibit.
+ Previously filed.
II-3
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(b) Financial Statement Schedules
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "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 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 of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the 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 Act shall be
deemed to be a part of this Registration Statement as of the time it was
declared effective.
(2) For purposes of determining any liability under the 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant has
duly caused this Amendment to the Registration Statement to be signed on its
behalf, by the undersigned, thereunto duly authorized, in the City of Santa
Clara, County of Santa Clara, State of California, on January 31, 2000.
QUANTUM EFFECT DEVICES, INC.
By: *
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Thomas J. Riordan
CHIEF EXECUTIVE OFFICER, PRESIDENT AND
DIRECTOR
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement on Form S-1 has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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Chief Executive Officer,
* President and Director
- ------------------------------ (Principal Executive January 31, 2000
Thomas J. Riordan Officer)
/s/ HOWARD M. BAILEY Chief Financial Officer
- ------------------------------ (Principal Financial and January 31, 2000
Howard M. Bailey Accounting Officer)
*
- ------------------------------ Chairman of the Board of January 31, 2000
Barry L. Cox Directors
*
- ------------------------------ Director January 31, 2000
Bruce K. Graham
*
- ------------------------------ Director January 31, 2000
Christopher J. Schaepe
*
- ------------------------------ Director January 31, 2000
Lester M. Crudele
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*By: /s/ HOWARD M. BAILEY January 31, 2000
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Howard M. Bailey
ATTORNEY-IN-FACT
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II-5
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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1.1+ Form of Underwriting Agreement
3.1+ Amended and Restated Certificate of Incorporation of the Registrant
3.2+ Form of Second Amended and Restated Certificate of Incorporation of the Registrant to be filed upon
the closing of the offering made pursuant to this registration statement
3.3+ Bylaws of the Registrant
4.1+ Specimen Common Stock Certificate
4.2+ Warrant to purchase Series B Preferred Stock, issued by Quantum Effect Design, Inc. to
Comdisco, Inc., dated September 30, 1997
4.3+ Warrant to purchase Series B Preferred Stock, issued by Quantum Effect Design, Inc. to
Comdisco, Inc., dated September 30, 1997
4.4+ Warrant to purchase Series C Preferred Stock, issued by Quantum Effect Design, Inc. to
Comdisco, Inc., dated July 24, 1998
4.5+ Warrant to purchase Common Stock, issued by Quantum Effect Design, Inc. to Venture Lending & Leasing
II, Inc., dated January 11, 1999
4.6+ Amended and Restated Investors' Rights Agreement dated March 16, 1999
5.1+ Opinion of Cooley Godward LLP
10.1+ Form of Indemnity Agreement between the Registrant and its directors and officers.
10.2+ 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
10.3+ 1999 Employee Stock Purchase Plan and Form of Offering Document
10.4+ 1999 Non-Employee Directors' Stock Option Plan and Form of Nonstatutory Stock Option Agreement and
Notice of Exercise
10.5+ Commercial Lease Agreement, by and between Peachtree Associates and Quantum Effect Design, Inc.,
dated March 22, 1999
10.6+ Lease Agreement, by and among John Arrillaga, Richard Peery and Quantum Effect Design, Inc., dated
December 3, 1998; Amendment No. 1 to Lease Agreement dated December 3, 1998, by and among John
Arrillaga, Richard Perry and Quantum Effect Design, Inc., dated August 16, 1999
10.7+ Lease Agreement, by and among John Arrillaga, Richard Peery and Quantum Effect Design, Inc., dated
September 14, 1994; Amendment No. 1 to Lease Agreement dated September 14, 1994, by and among John
Arrillaga, Richard Peery and Quantum Effect Design, Inc., dated February 11, 1998; Amendment No. 2
to Lease Agreement dated September 14, 1994, by and among John Arrillaga, Richard Peery and Quantum
Effect Design, Inc., dated December 3, 1998; Amendment No. 3 to Lease Agreement dated
September 14, 1994, by and among John Arrillaga, Richard Perry and Quantum Effect Design, Inc.,
dated August 16, 1999
10.8+ Lease Agreement, by and among John Arrillaga, Richard Perry and Quantum Effect Design, Inc., dated
August 16, 1999
10.9**+ Technology License Agreement, by and between Weitek Corporation and MIPS Computer Systems, Inc.,
dated June 29, 1990; Assignment Agreement, by and between Weitek Corporation and Quantum Effect
Design, Inc., dated June 19, 1996; Amendment No. 1 to the Technology License Agreement, by and
between MIPS Technology, Inc. and Quantum Effect Design, Inc., dated March 31, 1997
10.10**+ Agreement for Purchase and Sale of Custom Semiconductor Products, by and between IBM Corporation and
Quantum Effect Design, Inc., dated September 4, 1997; Amendment 1 to the Agreement for Purchase and
Sale of Custom Semiconductor Products with Agreement No. X0468, by and between IBM Corporation and
Quantum Effect Devices, Inc., effective November 15, 1999
10.11**+ Development and License Agreement, by and between Integrated Device Technology, Inc. and Quantum
Effect Design, Inc., dated January 13, 1992
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EXHIBIT NO. DESCRIPTION
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10.12**+ Development Agreement, by and between Integrated Device Technology, Inc. and Quantum Effect
Design, Inc., dated June 12, 1996
10.13+ 1997 Stock Option Agreement, by and between Barry L. Cox and Quantum Effect Design, Inc.
10.14+ 1997 Stock Option Agreement, by and between Howard M. Bailey and Quantum Effect Design, Inc.
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 pages)
27.1+ Financial Data Schedule
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** Confidential treatment has been requested with respect to portions of this
exhibit.
+ Previously filed.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 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 such Prospectus. We
also consent to the reference to us under the heading "Experts" in such
Prospectus.
PricewaterhouseCoopers, LLP
San Jose, California
January 31, 2000
