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As filed with the Securities and Exchange Commission on May , 2000
Registration No. 333-31896
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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C-CUBE MICROSYSTEMS INC.
(Exact name of issuer as specified in its charter)
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<S> <C>
DELAWARE 77-0528024
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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1778 MCCARTHY BLVD.
MILPITAS, CA 95035
(Address of principal executive offices)
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2000 EMPLOYEE STOCK PLAN
2000 OUTSIDE DIRECTORS STOCK OPTION PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
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WALT WALCZYKOWSKI
CHIEF FINANCIAL OFFICER
C-CUBE MICROSYSTEMS INC
1778 MCCARTHY BLVD.
MILPITAS, CA 95035
(408) 490-8000
(Name, address and telephone number of agent for service)
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Copy to:
Larry W. Sonsini, Esq.
Kelly S. Boyd, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
One Market Street
Spear Street Tower, Suite 1600
San Francisco, California 94105
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share(4) Offering Price(4) Registration Fee(4)
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2000 Employee Stock Plan
Common Stock 25,000,000(1) $21.8125 $545,312,500 $143,962.50
2000 Outside Directors
Stock Option Plan
Common Stock 450,000(2) $21.8125 $ 9,815,625 $ 2,591.33
2000 Employee Stock
Purchase Plan
Common Stock 500,000(3) $21.8125 $ 10,906,250 $ 2,879.25
Aggregate
Common Stock 25,950,000 $21.8125 $566,034,375 $149,433.08
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(1) A total of 25,000,000 shares have been reserved for issuance under the 2000
Employee Stock Option Plan, 25,000,000 shares of which are being registered
hereby.
(2) A total of 450,000 shares have been reserved for issuance under the 2000
Outside Directors Stock Option Plan, 450,000 shares of which are being
registered hereby.
(3) A total of 500,000 shares have been reserved for issuance under the 2000
Employee Stock Purchase Plan, 500,000 shares of which are being registered
hereby.
(4) Estimated in accordance with Rule 457(h) solely for the purpose of
computing the amount of the registration fee based on the prices of the
Company's Common Stock as reported on the Nasdaq National Market on May 4,
2000.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
C-Cube Semiconductor Inc., a corporation organized and existing under the laws
of the State of Delaware, 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 Milpitas, State of California, on this
4th day of May 2000.
C-CUBE SEMICONDUCTOR INC.
By: /s/ UMESH PADVAL
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Umesh Padval
President, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Umesh Padval and Walt Walczykowski,
jointly and severally, as his true and lawful attorneys-in-fact and agents, each
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 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 and to all intents and purposes as they might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
<S> <C> <C>
/s/ DONALD VALENTINE Chairman of the Board May 4, 2000
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Donald Valentine
/s/ UMESH PADVAL President, Chief Executive May 4, 2000
- --------------------------------- Officer and Director
Umesh Padval (Principal Executive Officer)
/s/ WALT WALCZYKOWSKI Chief Financial Officer May 4, 2000
- --------------------------------- (Principal Financial and
Walt Walczykowski Accounting Officer)
/s/ Director May 4, 2000
- ---------------------------------
Donald McKinney
/s/ BARYN FUTA Director May 4, 2000
- ---------------------------------
Baryn Futa
/s/ T. J. RODGERS Director May 4, 2000
- ---------------------------------
T. J. Rodgers
/s/ GREGORIO REYES Director May 4, 2000
- ---------------------------------
Gregorio Reyes
/s/ ALEXANDRE BALKANSKI Director May 4, 2000
- ---------------------------------
Alexandre Balkanski
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EXHIBIT INDEX
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Sequentially
Exhibit Numbered
Number Page
- ------- ------------
<S> <C> <C>
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (contained on page 3)
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EXHIBIT 5.1
May 4, 2000
C-Cube Microsystems Inc.
1778 McCarthy Blvd.
Milpitas, CA 95035
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about May 4, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an additional 25,950,000 shares of
your Common Stock reserved for issuance under the 2000 Employee Stock Plan, the
2000 Outside Directors Stock Option Plan, and the 2000 Employee Stock Purchase
Plan (collectively, the "Plans"). As your legal counsel, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the sale and issuance of such Common Stock under the
Plans.
It is our opinion that, when issued and sold in the manner referred to in
the Plans and pursuant to the agreements which accompany the Plans, the Common
Stock issued and sold thereby will be legally and validly issued, fully paid and
non-assessable.
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 any Prospectus constituting a part thereof,
and any amendments thereto. This opinion may be incorporated by reference in any
abbreviated registration statement filed pursuant to Rule 462 under the
Securities Act with respect to the Registration Statement.
Very truly yours,
/s/ WILSON, SONSINI, GOODRICH & ROSATI
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
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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-8 of our report dated January 20, 2000
(February 10, 2000 as to Note 17), appearing in the Annual Report on Form 10-K
of C-Cube Microsystems Inc. for the year ended December 31, 1999.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
May 4, 2000
