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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 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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STANFORD MICRODEVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 77-0073042
(STATE OF INCORPORATION) 726 PALOMAR AVENUE (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
SUNNYVALE, CA 94086
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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AMENDED AND RESTATED 1998 STOCK PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
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ROBERT VAN BUSKIRK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
STANFORD MICRODEVICES, INC.
726 PALOMAR AVENUE
SUNNYVALE, CA 94086
(408) 616-5400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Copy to:
STEVEN V. BERNARD, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $0.001 per share
Subject to outstanding options under the Amended and
Restated 1998 Stock Plan.............................. 5,282,967 shares $2.58(2) $13,630,054.86 $3,598.33
Reserved under the Amended and Restated 1998 Stock
Plan.................................................. 1,911,724 shares $42.75(3) $81,726,201.00 $21,575.72
Reserved under the 2000 Employee Stock Purchase Plan.. 300,000 shares $36.34(4) $10,902,000.00 $2,878.13
TOTAL 7,494,691 SHARES $106,258,255.86 $28,052.18
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(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken
down into three subtotals.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the weighted average
exercise price of $2.58 per share for outstanding options to purchase a
total of 5,282,967 shares of Common Stock under the Amended and Restated
1998 Stock Plan.
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of $42.75 per share, the
average of the high and low prices of the Registrant's Common Stock as
reported on the Nasdaq National Market on September 12, 2000.
(4) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of $36.34 per share (85% of
the average of the high and the low prices of the Registrant's Common
Stock as reported on the Nasdaq National Market on September 12, 2000).
Pursuant to the 2000 Employee Stock Purchase Plan, shares are sold at 85%
of the lesser of the fair market value of such shares on the first day of
an offering period or the last day of the applicable purchase period.
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STANFORD MICRODEVICES, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed by Stanford
Microdevices (the "Registrant") with the Securities and Exchange Commission (the
"Commission"):
(a) The Registrant's Prospectus dated May 24, 2000 as filed by the
Registrant pursuant to Rule 424(b) promulgated under the Securities Act of 1933,
as amended (the "Securities Act").
(b) The Registrant's Form 10-Q for the period ended July 2, 2000 as
filed on August 16, 2000 pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act").
(c) The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on May 12, 2000 pursuant
to Section 12(g) of 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 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.
As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors for monetary damages for
breach of their fiduciary duty as a director. In addition, as permitted by
Section 145 of the Delaware General Corporation Law, the Bylaws of the
Registrant provide that: (1) the Registrant is required to indemnify its
directors and executive officers and persons serving in these capacities in
other business enterprises (including, for example, subsidiaries of the
Registrant) at the Registrant's request, to the fullest extent permitted by
Delaware law, including in those circumstances in which indemnification would
otherwise be discretionary; (2) the Registrant may, in its discretion, indemnify
employees and agents in those circumstances where indemnification is not
required by law; (3) the rights conferred in the Bylaws are not exclusive, and
the Registrant is authorized to enter into indemnification agreements with its
directors, executive officers and employees; and (4) the Registrant may not
retroactively amend the Bylaw provisions in a way that is adverse to the
directors, executive officers and employees who benefit from these protections.
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The Registrant's policy is to enter into indemnification agreements
with each of its directors and executive officers that provide the maximum
indemnity allowed to directors and executive officers by Section 145 of the
Delaware General Corporation Law and the Bylaws, as well as certain additional
procedural protections. In addition, these indemnity agreements provide that
parties to the indemnification agreements will be indemnified to the fullest
possible extent not prohibited by law against any and all expenses (including
any federal, state, local or foreign taxes imposed on the indemnitee as a result
of the actual or deemed receipt of any payments under the indemnification
agreement), judgments, fines, penalties and amounts paid in settlement (if such
settlement is approved in advance by the Registrant, which approval shall not be
unreasonably withheld), actually and reasonably incurred in relation to the
indemnitee's position as a director, officer, employee, agent or fiduciary of
the Registrant, or any subsidiary of the Registrant, or in relation to the
indemnitee's service at the request of the Registrant as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint venture,
trust or other enterprise or in relation to indemnitee's action or inaction
while serving in such a capacity. The Registrant will not be obligated pursuant
to the indemnity agreements or advance expenses to an indemnified party with
respect to proceedings or claims initiated by the indemnified party and not by
way of defense, counterclaim or crossclaim, except with respect to proceedings
specifically authorized by its Board of Directors or brought to enforce a right
to indemnification under the indemnity agreement, its Bylaws or any statute or
law. Under the agreements, the Registrant is not obligated to indemnify the
indemnified party (1) for any expenses incurred by the indemnified party with
respect to any proceeding instituted by the indemnified party to enforce or
interpret the agreement, if a court of competent jurisdiction determines that
each of the material assertions made by the indemnified party in such proceeding
was not made in good faith or was frivolous; (2) for any amounts paid in
settlement of a proceeding unless the Registrant consents to such settlement;
(3) with respect to any proceeding brought by the Registrant against the
indemnified party for willful misconduct, unless a court determines that each of
such claims was not made in good faith or was frivolous; (4) on account of any
suit in which judgment is rendered against the indemnified party for an
accounting of profits made from the purchase or sale by the indemnified party of
securities of the Registrant pursuant to the provisions of Section 16(b) of the
Securities Exchange Act of 1934 and related laws; (5) on account of the
indemnified party's conduct which is finally adjudged to have been knowingly
fraudulent or deliberately dishonest, or to constitute willful misconduct or a
knowing violation of the law; (6) an account of any conduct from which the
indemnified party derived an improper personal benefit; (7) on account of
conduct the indemnified party believed to be contrary to the best interests of
the Registrant or its stockholders; (8) on account of conduct that constituted a
breach of the indemnified party's duty of loyalty to the Registrant or its
stockholders; or (9) if a final decision by a court having jurisdiction in the
matter shall determine that such indemnification is not lawful.
The indemnification provision in the Certificate of Incorporations,
Bylaws and the indemnification agreements entered into between the Registrant
and its directors and executive officers, may be sufficiently broad to permit
indemnification of the Registrant's officers and directors for liabilities
arising under the 1933 Act.
The Registrant has obtained directors and officers insurance providing
indemnification for certain of its directors, officers, affiliates, partners or
employees for certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
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3.1* Restated Certificate of Incorporation of Registrant.
3.2* Bylaws of Registrant.
5.1 Opinion of counsel as to legality of securities being
registered.
10.1* Amended and Restated 1998 Stock Plan.
10.2* 2000 Employee Stock Purchase Plan, as amended, and related
subscription agreement.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included
in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page II-5).
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-31382), declared effective by the Securities and
Exchange Commission on May 24, 2000.
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(i) To file, during any period 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.
(ii) That, for the purpose of determining any liability
under the Securities Act, each 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.
(iii) 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 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 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
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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 law, the
Registrant's Restated Certificate of Incorporation, Bylaws or
indemnification agreements, 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 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 a successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered hereunder, 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 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 Sunnyvale, State of California, on this 19th day of
September, 2000.
STANFORD MICRODEVICES
By: /s/ THOMAS SCANNELL
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Thomas Scannell
Vice President, Finance and
Administration,
Chief Financial Officer and
Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert Van Buskirk and Thomas Scannell,
and each of them, as his attorney-in-fact, with full power of substitution in
each, for him in any and all capacities to sign any amendments to this
registration statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitutes, may do or cause to be done by virtue hereof.
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.
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SIGNATURE TITLE DATE
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/s/ Robert Van Buskirk President and Chief Executive Officer September 19, 2000
------------------------------- (Principal Executive Officer)
Robert Van Buskirk
/s/ Thomas Scannell Vice President, Finance and Administration, September 19, 2000
------------------------------- Chief Financial Officer and Secretary (Principal
Thomas Scannell Financial Officer and Accounting Officer)
/s/ John Ocampo Chairman of the Board and Chief Technology September 19, 2000
------------------------------- Officer
John Ocampo
/s/ Peter Chung Director September 19, 2000
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Peter Chung
/s/ Casimir Skrzypczak Director September 19, 2000
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Casimir Skrzypczak
/s/ John C. Bumgarner, Jr. Director September 19, 2000
-------------------------------
John C. Bumgarner, Jr.
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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3.1* Restated Certificate of Incorporation of Registrant.
3.2* Bylaws of Registrant.
10.1* Amended and Restated 1998 Stock Plan.
10.2* 2000 Employee Stock Purchase Plan, as amended, and related subscription
agreement.
5.1 Opinion of counsel as to legality of securities being registered.
Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in
23.1 Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors .
24.1 Power of Attorney (see page II-4).
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-31382), declared effective by the Securities and
Exchange Commission on May 24, 2000.
