<PAGE>
As filed with the Securities and Exchange Commission on August 3, 2000
Registration No. 333- _______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________________
OMNIVISION TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
________________________
Delaware 77-0401990
(State of Incorporation) (I.R.S. Employer
Identification Number)
930 Thompson Place
Sunnyvale, California 94086
(408) 733-3030
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
________________________
Amended and Restated 1995 Stock Option Plan
2000 Stock Plan
2000 Employee Stock Purchase Plan
2000 Director Option Plan
(Full Title of the Plans)
________________________
Shaw Hong
Chief Executive Officer
OmniVision Technologies, Inc.
930 Thompson Place
Sunnyvale, California 94086
(408) 733-3030
(Name, address and telephone number of agent for service)
________________________
Copy to:
ROBERT P. LATTA, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
_________________________
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 per share par value, 2,774,050 shares $ 23.67 (2) $ 65,661,763.50 $17,334.71
issued under the Amended and Restated 1995
Stock Option Plan (1)
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Common Stock, $.001 per share par value: 4,500,000 shares $ 23.67 (2) $106,515,000 $28,119.96
To be issued under the 2000 Stock Plan (1)
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Common Stock, $.001 per share par value: 2,500,000 shares $ 11.05 (3) $ 27,625,000 $ 7,293.00
To be issued under the 2000 Employee Stock
Purchase Plan (1)
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Common Stock, $.001 per share par value: 325,000 shares $ 23.67 (2) $ 7,692,750 $ 2,030.89
To be issued under the 2000 Director
Option Plan (1)
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Total $54,778.56
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</TABLE>
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this
Registration Statement shall also cover any additional shares of the
Registrant's Common Stock that becomes issuable under the Amended and
Restated 1995 Stock Option Plan, 2000 Stock Plan, 2000 Employee Stock
Purchase Plan and 2000 Director Option Plan.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of the average of the high
and low prices per share for the Common Stock as reported on the Nasdaq
National Market on July 31, 2000.
(3) The exercise price of $11.05 per share, computed in accordance with Rule
457(h), is 85% of the initial price to the public as set forth in the
Company's final prospectus, dated July 13, 2000, included within the
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission. 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
start date of the offering period or at the end of the purchase period.
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<PAGE>
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (OmniVision Technologies, Inc. is sometimes referred to
herein as the "Company"):
(a) The Company's prospectus filed pursuant to Rule 424(b) on July 14,
2000; and
(b) The description of the Registrant's Common Stock set forth on Form 8-A
(File No. 000-29939) as filed on March 13, 2000, pursuant to Section
12 of the 1934 Act and any amendment or report subsequently filed for
the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act on or after the date of this Registration Statement
and 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.
-----------------------------------------
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended. The Registrant's
Certificate of Incorporation and Bylaws provide that the Registrant shall
indemnify its directors, officers, employees and other agents to the fullest
extent permitted by Delaware law, including circumstances in which
indemnification is otherwise discretionary under Delaware law.
The Registrant has entered into indemnity agreements with certain directors
and executive officers. These agreements, among other things, indemnify the
directors and executive officers for certain expenses (including attorneys'
fees), judgments, fines, and settlement payments incurred by such persons in any
action, including any action by or in the right of the Registrant, in connection
with the good faith performance of their duties as a director or officer. The
indemnification agreements also provide for the advance payment by the
Registrant of defense expenses incurred by the director or officer; however, the
affected director or officer must undertake to repay such amounts advanced if it
is ultimately determined that such director or officer is not entitled to be
indemnified.
<PAGE>
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
<TABLE>
<CAPTION>
Exhibit
Number Documents
-------- ---------------------------------------------------------
<C> <S>
4.1* OmniVision Technologies, Inc.'s Amended and Restated 1995
Stock Option Plan
4.2* OmniVision Technologies, Inc.'s 2000 Stock Plan
4.3* OmniVision Technologies, Inc.'s 2000 Employee Stock
Purchase Plan
4.4* OmniVision Technologies, Inc.'s 2000 Director Option Plan
5.1 Opinion of counsel as to legality of securities being
registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (see page 5)
</TABLE>
________________
* Incorporated by reference to the Exhibits filed with OmniVision Technologies,
Inc.'s Registration Statement on Form S-1 (Registration No. 333-31926) as
declared effective by the SEC on July 13, 2000.
<PAGE>
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
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 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 Company pursuant to the Delaware General Corporation Law, the Certificate
of Incorporation of the Company, the Bylaws of the Company, indemnification
agreements entered into between the Company and its officers and directors or
otherwise, the Company 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 Company in 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 Company 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
OmniVision Technologies, 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 Sunnyvale, State of
California, on this 3rd day of August 2000.
OMNIVISION TECHNOLOGIES, INC.
By: /s/ Shaw Hong
---------------------------
Shaw Hong
Chief Executive Officer and
President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Shaw Hong and H. Gene McCown, jointly and
severally, his or her attorneys-in-fact, each with the power of substitution,
for him or her 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 each of said attorneys-in-
fact, or his substitute or 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.
<TABLE>
<CAPTION>
Signature Title Date
--------------------------- ------------------------------------ ---------------
<S> <C> <C>
/s/ Shaw Hong President, Chief Executive Officer August 3, 2000
--------------------------- and Director (Principal Executive
(Shaw Hong) Officer)
/s/ H. Gene McCown Executive Vice President and Chief August 3, 2000
--------------------------- Financial Officer (Principal
(H. Gene McCown) Financial and Accounting Officer)
/s/ Frank Huang Director August 3, 2000
---------------------------
(Frank Huang)
/s/ Leon Malmed Director August 3, 2000
---------------------------
(Leon Malmed)
/s/ Edward C.V. Winn Director August 3, 2000
---------------------------
(Edward C.V. Winn)
/s/ Raymond Wu Director August 3, 2000
---------------------------
(Raymond Wu)
</TABLE>
<PAGE>
OMNIVISION TECHNOLOGIES, INC.
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description Page
---------------- ------------------------------------------------------------------- -------------
<C> <S> <C>
4.1* OmniVision Technologies, Inc.'s Amended and Restated 1995 Stock
Option Plan
4.2* OmniVision Technologies, Inc.'s 2000 Stock Plan
4.3* OmniVision Technologies, Inc.'s 2000 Employee Stock Purchase Plan
4.4* OmniVision Technologies, Inc.'s 2000 Director Option Plan
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (see page 5)
</TABLE>
______________________
* Incorporated by reference to the Exhibits filed with OmniVision Technologies,
Inc.'s Registration Statement on Form S-1 (Registration No. 333-31926) as
declared effective by the SEC on July 13, 2000.
_____________________
