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As filed with the Securities and Exchange Commission on October 2, 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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VIRATA CORPORATION
(Exact name of Registrant as Specified in its Charter)
Delaware 77-0521696
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
2933 Bunker Hill Lane, Suite 201
Santa Clara, California 95054
(Address of Principal Executive Offices) (Zip Code)
AGRANAT SYSTEMS, INC. 1996 STOCK OPTION PLAN
EXCESS BANDWIDTH 1998 EQUITY INCENTIVE PLAN,
each as assumed by Virata Corporation
(Full title of the Plans)
----------------
Andrew M. Vought
Chief Financial Officer
2933 Bunker Hill Lane, Suite 201
Santa Clara, California 95054
(Name and Address of Agent for Service)
(408) 566-1000
(Telephone number, including area code, of agent for service)
----------------
Copies to:
Douglas D. Smith
Gibson, Dunn & Crutcher LLP
One Montgomery Street, Telesis Tower
San Francisco, California 94104
(415) 393-8200
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration Fee
to be Registered Registered (1) per Share(2) Offering Price (2)
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<S> <C> <C> <C> <C>
Common Stock, par value $0.001 per share (3)....... 61,064 $ 0.077 $ 4,702 $ 1
Common Stock, par value $0.001 per share (4)....... 561,229 $ 6.612 $ 3,710,846 $ 980
-------------------------------------------------------------------------------------------------------------------------------
Total.............................................. 622,293 $ 3,715,548 $ 981
===============================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar
transactions.
(2) Shares are issuable upon exercise of outstanding options with fixed
exercise prices. Pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, the proposed maximum aggregate offering prices and the
registration fees have been computed based on the weighted average exercise
prices for shares subject to each of the Agranat Systems, Inc. 1996 Stock
Option Plan (the "Agranat Option Plan") and the Excess Bandwidth 1998
Equity Incentive Plan (the "Excess Bandwidth Incentive Plan").
(3) In connection with its acquisition of Agranat Systems, Inc., Registrant
assumed all of the outstanding options under the Agranat Option Plan.
Registrant is registering 61,064 shares of its common stock, par value
$0.001 per share, issuable to eligible employees under the Agranat Option
Plan, at a weighted average price of $0.077 per share.
(4) In connection with its acquisition of Excess Bandwidth Corporation,
Registrant assumed all of the outstanding options under the Excess
Bandwidth Incentive Plan. Registrant is registering 561,229 shares of its
common stock, par value $0.001 per share, issuable to eligible employees
under the Excess Bandwith Incentive Plan, at a weighted average exercise
price of $6.612 per share.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Virata Corporation,
a Delaware corporation (the "Registrant"), relating to 61,064 shares of its
common stock, par value $0.001 per share (the "Common Stock"), issuable to
eligible employees of the Registrant under the Agranat Option Plan and 561,229
shares of Common Stock issuable to eligible employees of the Registrant under
the Excess Bandwidth Incentive Plan, each as assumed by the Registrant
(collectively, the "Plans").
PART I
Item 1. Plan Information.
----------------
Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.
Item 2. Registration Information And Employee Plan Annual Information.
-------------------------------------------------------------
Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.
PART II
Information Required In The Registration Statement
Item 3. Incorporation Of Documents By Reference.
---------------------------------------
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:
(1) the Registrant's Annual Report on Form 10-K filed on June 6, 2000,
and all amendments thereto;
(2) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement No. 333-39912 on Form S-1 initially filed on
June 22, 2000, and all amendments thereto;
(3) the Registrant's report on Form 8-K filed on June 22, 2000, and all
amendments thereto;
(4) the Registrant's report on Form 8-K filed on August 4, 2000, and
all amendments thereto;
(5) the Registrant's report on Form 8-K filed on August 7, 2000, and
all amendments thereto;
(6) the Registrant's report on Form 8-K filed on August 30, 2000, and
all amendments thereto;
(7) the Registrant's report on Form 8-K filed on September 6, 2000, and
all amendments thereto; and
(8) the Registrant's Definitive Proxy Statement Schedule 14A filed on
August 25, 2000, and all amendments thereto.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such reports and documents.
Any document, and any statement contained in a document, incorporated
or deemed to be 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
<PAGE>
deemed to be incorporated by reference herein, modifies or supersedes such
document or statement. Any such document or statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement. Subject to the foregoing, all information
appearing in this Registration Statement is qualified in its entirety by the
information appearing in the documents incorporated by reference.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
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As permitted by applicable provisions of the Delaware General
Corporation Law (the "DGCL"), the Registrant's Certificate of Incorporation
contains a provision eliminating, to the fullest extent permitted by the DGCL as
it exists or may in the future be amended, the liability of a director to the
Registrant and its stockholders for monetary damages for breaches of fiduciary
duty as a director. However, in accordance with the DGCL, such provision does
not limit the liability of a director for (i) any breach of the director's duty
of loyalty to the Registrant or its stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) payment of dividends, stock purchases or redemptions that violate the
DGCL or (iv) any transaction from which the director derived an improper
personal benefit. Such limitation of liability also does not affect the
availability of equitable remedies such as injunctive relief or rescission.
The Certificate of Incorporation and Bylaws of the Registrant also
provide that, to the fullest extent permitted by the DGCL as it exists or may in
the future be amended, the Registrant will indemnify each of the officers and
directors of the Registrant (or their estates, if applicable), and may indemnify
any employee or agent of the Registrant (or their estates, if applicable), who
is or was a party to, or is threatened to be made a party to, any threatened,
pending or completed action, suit or proceeding, by reason of the fact that such
person is or was an officer, director, employee or agent of the Registrant or is
or was serving at the request of Registrant as an officer, director, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise. The Registrant will so indemnify such officer or director, and may
so indemnify such employee or agent (if indemnification is authorized by the
Board of Directors), in the case of such actions (whether or not by or in the
right of the Registrant) if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Registrant, and with respect to any criminal action or proceeding other than by
or in the right of the Registrant, had no reasonable cause to believe such
person's conduct was unlawful. With respect to indemnification other than by or
in the right of the Registrant, the termination of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, will not, of itself, create a presumption that the
person did not act in good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interests of the Registrant, and,
with respect to any criminal action or proceeding, that such person had
reasonable cause to believe that such person's conduct was unlawful. No
indemnification will be made in connection with actions by or in the right of
the Registrant in respect of any claim, issue or matter as to which such person
has been adjudged to be liable for negligence or misconduct in the performance
of such person's duty to the Registrant unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought
determines upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court deems proper. In addition, to the fullest extent permitted by the
DGCL, expenses (including attorneys' fees), judgments, fines incurred by and
amount paid in settlement may be advanced by the Registrant prior to the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on the behalf of such director, officer, employee or agent to repay such
amounts if it shall ultimately be determined that he or she is not entitled to
be indemnified as authorized in accordance with the DGCL and the Registrant's
Certificate of Incorporation. Such indemnification is not exclusive of any other
rights of the indemnified party, including rights under any indemnification
agreements or otherwise.
2
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The Registrant currently maintains insurance on behalf of its officers
and directors against certain liabilities that may be asserted against any such
officer or director in his or her capacity as such, subject to certain customary
exclusions. The amount of such insurance coverage is deemed by the Board of
Directors to be adequate to cover any liabilities.
The Registrant has entered into indemnification agreements with its
directors, its executive officers and certain other officers providing for
indemnification by the Registrant, including in circumstances in which
indemnification is otherwise discretionary under Delaware law. These agreements
constitute binding agreements between the Registrant and each of the other
parties thereto, thus preventing the Registrant from modifying its
indemnification policy in a way that is adverse to any person who is a party to
such an agreement.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
Item 7. Exemption From Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
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5 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on the signature page hereof).
99.1 Agranat Systems, Inc. 1996 Stock Option Plan.
99.2 Excess Bandwidth 1998 Equity Incentive Plan.
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
Securities 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.
(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 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 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.
3
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(c) 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 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.
4
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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 Santa Clara, California, on this 2nd day of October, 2000.
VIRATA CORPORATION
By: /s/ Andrew M. Vought
--------------------
Andrew M. Vought,
Chief Financial Officer
5
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
Each person whose signature appears below constitutes and appoints Charles
Cotton and Andrew M. Vought as his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her 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 attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof. This power of attorney may be signed in several
counterparts.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Charles Cotton Chief Executive Officer and Director October 2, 2000
------------------------------------ (Principal Executive Officer)
Charles Cotton
/s/ Andrew M. Vought Senior Vice President, Chief Financial October 2, 2000
------------------------------------ Officer and Secretary (Principal
Andrew Vought Financial Officer and Principal
Accounting Officer)
/s/ Hermann Hauser Chairman of the Board October 2, 2000
------------------------------------
Hermann Hauser
/s/ Marco De Benedetti Director October 2, 2000
------------------------------------
Marco De Benedetti
/s/ Gary Bloom Director October 2, 2000
------------------------------------
Gary Bloom
/s/ Bandel Carano Director October 2, 2000
------------------------------------
Bandel Carano
/s/ Andrew Hopper Director October 2, 2000
------------------------------------
Andrew Hopper
/s/ Martin Jackson Director October 2, 2000
------------------------------------
Martin Jackson
/s/ Peter Morris Director October 2, 2000
------------------------------------
Peter Morris
/s/ Patrick Sayer Director October 2, 2000
------------------------------------
Patrick Sayer
/s/ Giuseppe Zocco Director October 2, 2000
------------------------------------
Giuseppe Zocco
</TABLE>
6
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EXHIBIT INDEX
Exhibit Description
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5 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on the signature page hereof).
99.1 Agranat Systems, Inc. 1996 Stock Option Plan.
99.2 Excess Bandwidth 1998 Equity Incentive Plan.
