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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 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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INSILICON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 77-0526155
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
411 EAST PLUMERIA DRIVE
SAN JOSE, CA 95134
(408) 894-1900
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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INSILICON CORPORATION
2000 EMPLOYEE STOCK PURCHASE PLAN
2000 STOCK PLAN
1999 STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
------------------------------
WAYNE C. CANTWELL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INSILICON CORPORATION
411 EAST PLUMERIA DRIVE
SAN JOSE, CA 95134
(NAME AND ADDRESS OF
AGENT FOR SERVICE)
(408) 894-1900
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
ALAN TALKINGTON, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE LLP
400 SANSOME STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 392-1122
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------- ----------------- -------------------- ------------------------ ---------------
AMOUNT PROPOSED PROPOSED AMOUNT OF
TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1,2) PRICE PER SHARE (3) OFFERING PRICE (3) FEE
-------------------------------------------- ----------------- -------------------- ------------------------ ---------------
<S> <C> <C> <C> <C>
Common Stock, par value $ 0.001 4,098,680 $8.73 $35,785,764 $9,447
-------------------------------------------- ----------------- -------------------- ------------------------ ---------------
</TABLE>
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans by reason of
any stock dividend, stock split, recapitalization or other similar
transaction effected without the Registrant's receipt of consideration
which results in an increase in the number of the Registrant's
outstanding shares of Common Stock.
(2) Includes 2,546,567, 1,302,113 and 250,000 shares of Common Stock
issuable under the 1999 Stock Option Plan, 2000 Stock Plan and 2000
Employee Stock Purchase Plan.
(3) The Proposed Maximum Offering Price Per Share represents a weighted
average of the following estimates calculated in accordance with Rule
457(h) under the Securities Act of 1933, as amended (the "Securities
Act"). With respect to 2,628,533 shares subject to outstanding options
to purchase Common Stock under the plans described above (collectively,
the "Plans"), the Proposed Maximum Offering Price Per Share is equal to
the weighted average exercise price of $6.83 per share pursuant to Rule
457(h) under the Securities Act. With respect to 1,470,147 shares of
Common Stock available for future grant under the Plans, the estimated
Proposed Maximum Offering Price Per Share was calculated pursuant to
Rules 457(c) and 457(h) under the Securities Act on the basis of $12.13
per share, the average of the high and low price of the Common Stock on
the Nasdaq National Market on June 22, 2000.
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This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will begin as soon as reasonably practicable after such effective date.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's latest prospectus filed with the Commission on
March 22, 2000 pursuant to Rule 424(b) under the Securities Act of
1933, as amended (the "Securities Act"), that contains
consolidated audited financial statements of the Registrant for
its fiscal year ended September 30, 1999 and unaudited condensed
consolidated financial statements for the fiscal quarter ended
December 31, 1999.
(b) The Registrant's quarterly report on Form 10-Q for the fiscal
quarter ended March 31, 2000, filed with the Commission on May 12,
2000.
(c) The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A filed with the
Commission on February 15, 2000 under Section 12 of 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 documents subsequently filed by the Registrant 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 in this Registration
Statement and to be a part hereof from the date of filing of such documents.
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 General Corporation Law of the State of Delaware
(the "Delaware Law") authorizes a Delaware corporation to indemnify officers,
directors, employees and agents of the corporation, in connection with actual
or threatened actions, suits or proceedings provided that such officer,
director, employee or agent acted in good faith and in a manner such officer
reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe
his or her conduct was unlawful. This authority is sufficiently broad to
permit indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act.
The Registrant's Restated Certificate of Incorporation and By-laws
provide for indemnification of officers and directors to the fullest extent
permitted by Delaware Law. In addition, the Registrant has, and intends in
the future to enter into, agreements to provide indemnification for directors
and officers in addition to that provided for in the Restated Certificate of
Incorporation and By-laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER NAME
------- ----
<S> <C>
5.1 Opinion and Consent of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Orrick, Herrington & Sutcliffe LLP is included
in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney is included on signature page of this
Registration Statement.
</TABLE>
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:
(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 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)
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;
(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)(1)(i) and (a)(1)(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 Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
3
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(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.
(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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 San Jose, State of California on
the 28 of June, 2000.
INSILICON CORPORATION
(Registrant)
By: /s/ Wayne C. Cantwell
-----------------------
Wayne C. Cantwell
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW BY ALL PERSONS BY THESE PRESENTS:
Each of the undersigned directors of inSilicon Corporation, a Delaware
corporation, hereby constitutes and appoints Wayne C. Cantwell and William E.
Meyer and each of them, his true and lawful attorneys-in-fact, with full
power of substitution, for him and in his name, place and stead, in his
capacity as a director, to execute this Registration Statement or
Registration Statements on Form S-8 under the Securities Act of 1933, as
amended, and any and all amendments (including post-effective amendments) to
such Registration Statements, and to file such Registration Statements and
any and all amendments thereto, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto such attorneys-in-fact full power and authority to do and perform each
and every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes, as he might or could do in
person, and ratify and confirm all that such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof.
5
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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/ Wayne C. Cantwell President,
------------------------------- Chief Executive Officer and Director
Wayne C. Cantwell (Principal Executive Officer) June 28, 2000
Executive Vice President and
/s/ William E. Meyer Chief Financial Officer
------------------------------- (Principal Finance and Accounting
William E. Meyer Officers) June 28, 2000
/s/ Raymond J. Farnham
-------------------------------
Raymond J. Farnham Director June 28, 2000
/s/ John R. Harding
-------------------------------
John R. Harding Director June 28, 2000
/s/ E. Thomas Hart
-------------------------------
E. Thomas Hart Director June 28, 2000
/s/ Albert E. Sisto
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Albert E. Sisto Director June 28, 2000
</TABLE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER THE
SECURITIES ACT OF 1933
INSILICON CORPORATION
7
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER NAME
------- ----
<S> <C>
5.1 Opinion and Consent of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Orrick, Herrington & Sutcliffe LLP is included
in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney is included on signature page of this
Registration Statement.
</TABLE>
