<PAGE> 1
As filed with the Securities and Exchange Commission on May 25, 2000
Registration No. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-1MEF
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
C-CUBE MICROSYSTEMS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------------
<TABLE>
<S> <C> <C>
DELAWARE 3577 77-0192108
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
1778 MCCARTHY BLVD.
MILPITAS, CALIFORNIA 95035
(408) 490-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------------
UMESH PADVAL
CHIEF EXECUTIVE OFFICER
C-CUBE MICROSYSTEMS INC.
1778 MCCARTHY BLVD.
MILPITAS, CALIFORNIA 95035
(408) 490-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------------
Copies to:
LARRY W. SONSINI, ESQ.
KELLY S. BOYD, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, 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. [X] 333-31896
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
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $0.001 par value
per share...................... 504,028 $19.50(1) $9,828,546 $2,594.74(1)
=====================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c).
================================================================================
<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.
This Registration Statement relates to the distribution of Common Stock of the
Registrant contemplated by the Registration Statement on Form S-1, File No.
333-31896 declared effective March 23, 2000 (the "Prior Registration
Statement"), and is being filed for the sole purpose of registering additional
securities of the same class as were included in the Prior Registration
Statement. Pursuant to Rule 462(b) and General Instruction V to Form S-1, the
contents of the Prior Registration Statement are hereby incorporated by
reference.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement on Form S-1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milpitas, Sate of
California, on the 25th day of May, 2000.
C-CUBE MICROSYSTEMS INC.
By: /s/ UMESH PADVAL
-------------------------------------
Umesh Padval
President, Chief Executive Officer
and Director
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURES TITLE
- -------------------------- ---------------------------------------------
<S> <C>
/s/ UMESH PADVAL President and Chief Executive Officer and
- ------------------------------- Director (Principal Executive Officer)
Umesh Padval
* Chairman of the Board of Directors
- -------------------------------
Donald T. Valentine
/s/ ALEXANDRE A. BALKANSKI Director
- -------------------------------
Alexandre A. Balkanski
* Director
- -------------------------------
T. J. Rodgers
* Director
- -------------------------------
Donald McKinney
* Director
- -------------------------------
Baryn S. Futa
* Director
- -------------------------------
Gregorio Reyes
*By: /s/ ALEXANDRE A. BALKANSKI
---------------------------
Alexandre A. Balkanski
Attorney-in-Fact
</TABLE>
<PAGE> 3
EXHIBIT INDEX
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -------------------------------------------------------------------------
<S> <C>
3.1* Certificate of Incorporation of C-Cube Semiconductor Inc.
3.2* Bylaws of C-Cube Semiconductor Inc.
5.1 Form of Legal Opinion
8.1** Form of Tax Opinion
10.1** Form of Separation and Distribution Agreement between C-Cube Microsystems
Inc. and C-Cube Semiconductor Inc.
10.2** Form of Tax Sharing Agreement between C-Cube Microsystems Inc. and C-Cube
Semiconductor Inc.
10.3** Form of Assignment and Assumption Agreement between C-Cube Microsystems
Inc. and C-Cube Semiconductor Inc.
10.4** Form of Indemnification and Insurance Matters Agreement between C-Cube
Microsystems Inc. and C-Cube Semiconductor Inc.
10.5** Form of Transitional Services Agreement between C-Cube Microsystems Inc.
and Semiconductor Inc.
10.6** Form of Officers' and Directors' Indemnification Agreement.
10.7** Securities Purchase Agreement by and between C-Cube Semiconductor Inc.
and Thomson Multimedia S.A. dated as of February 11, 2000.
10.8*+ Form of Warrant for Thomson Multimedia S.A.
10.9** 2000 Stock Plan
10.10** Form of 2000 Stock Plan Agreement
10.11** 2000 Employee Stock Purchase Plan
10.12** Form of 2000 Employee Stock Purchase Plan Agreement
10.13** 2000 Director Option Plan
10.14** Form of 2000 Director Plan Agreement
21.1** List of Subsidiaries
23.1 Independent Auditors' Consent
24.1** Power of Attorney (see page II-5)
</TABLE>
- ---------------------------
* Previously filed as an exhibit to C-Cube Semiconductors' Registration
Statement on Form 10.
** Previously filed as an exhibit to C-Cube Semiconductor's Registration
Statement on Form S-1.
+ Confidential treatment.
-2-
<PAGE> 1
EXHIBIT 5.1
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Telephone (650) 493-9300 Facsimile (650) 493-6811
May 24, 2000
C-Cube Microsystems Inc.
1778 McCarthy Blvd.
Milpitas, California 95035
RE: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1MEF (File No.
333-_____) to be filed by you with the Securities and Exchange Commission on May
__, 2000 (the "Registration Statement") in connection with the registration
under the Securities Act of 1933, as amended, of 504,028 shares of Common Stock
of C-Cube Microsystems Inc. (the "Shares"). As your counsel in connection with
this transaction, we have examined the proceedings proposed to be taken in
connection with said sale and issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
various states, where required, the Shares when issued and sold in the manner
referred to in the Registration Statement will be legally and validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendment thereto.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati
------------------------------------
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
C-Cube Microsystems Inc. on Form S-1MEF of our reports dated January 20, 2000
(February 10, 2000 as to Note 17) on the consolidated financial statements of
C-Cube Microsystems Inc. appearing in Amendment No. 2 of Registration Statement
No. 333-31896 of C-Cube Microsystems Inc. on Form S-1 dated March 22, 2000 and
to the reference to us under the heading "Experts" in such Form S-1.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
San Jose, California
May 22, 2000
