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As filed with the Securities and Exchange Commission on October 24, 2000
Registration Statement 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
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CENTILLIUM COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 94-3263530
(State or other jurisdiction of 47211 Lakeview Boulevard (I.R.S. Employer
incorporation or organization) Fremont, California 94538 Identification Number)
(Address , including zip code, of Registrant's principal executive offices)
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_______________
1997 STOCK PLAN
2000 EMPLOYEE STOCK PURCHASE PLAlN
(Full title of the plans)
_______________
Faraj Aalaei
Chief Executive Officer
47211 Lakeview Boulevard
Fremont, California 94538
(510) 771-3700
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Arthur F. Schneiderman
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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Amount Proposed Proposed
to be Maximum Maximum
Title of Each Class of Registered Offering Price Aggregate Amount of
Securities to be Registered (Shares) Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common stock, $0.001 par value, issuable upon exercise of
options outstanding under the 1997 Stock Plan...................1,076,250 $ 61.82 (1) $ 66,533,775 $17,564.92
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Common stock, $0.001 par value, available for issuance under the
1997 Stock Plan.................................................1,565,954 $ 37.44 (2) $ 58,625,403 $15,477.11
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Common stock, $0.001 par value, available for issuance under the
2000 Employee Stock Purchase Plan............................... 500,000 $ 31.82 (3) $ 15,910,938 $ 4,200.49
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Total............................................................3,142,204 $ 44.90 $141,070,116 $37,242.52
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(1) Calculated in accordance with Rule 457(h) and based upon the weighted
average exercise price per share of $61.82 as to 1,076,250 outstanding but
unexercised options to purchase Common Stock under the 1997 Stock Plan.
(2) Calculated in accordance with Rule 457(c) solely for the purpose of
determining the registration fee as to the 1,565,954 remaining shares of
Common Stock available for issuance under the 1997 Stock Plan and based upon
the average of the high and low prices of the Common Stock on the Nasdaq
National Market on October 19, 2000, which was $37.4375.
(3) Calculated in accordance with Rule 457(c) solely for the purpose of
determining the registration fee and based upon 85% (see explanation in
following sentence) of the average of the high and low prices of the Common
Stock on the Nasdaq National Market on October 19, 2000, which was
$37.4375. Pursuant to the Employee Stock Purchase Plan, which plan is
incorporated by reference herein, the Purchase Price of a share of Common
Stock shall mean an amount equal to 85% of the Fair Market Value of a share
of Common Stock on the Enrollment Date or the Exercise Date, whichever is
lower.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by Centillium
Communications, Inc. (the "Registrant"):
1. The Registrant's Registration Statement on Form S-1 declared
effective by the Commission on May 23, 2000;
2. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000; and
3. The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, declared effective by the
Commission on May 23, 2000.
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 after the date of this
Registration Statement on Form S-8 and prior to the filing of a post-effective
amendment that 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 such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the common stock in this offering will be passed upon
for Centillium by Wilson Sonsini Goodrich & Rosati, Professional Corporation,
Palo Alto, California. As of the date of this registration statement, investment
partnerships composed of certain current and former members of and persons
associated with Wilson Sonsini Goodrich & Rosati, as well as certain individual
attorneys of this firm, beneficially own an aggregate of approximately 147,050
shares of Centillium common stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents, and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
Article IX of the Registrant's Restated Certificate of Incorporation
provides for the indemnification of directors to the fullest extent permissible
under Delaware law.
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Article VI of the Registrant's Bylaws provides for the indemnification
of officers, directors and third parties acting on behalf of the Registrant if
such person acted in good faith and in a manner reasonably believed to be in and
not opposed to the best interest of the Registrant, and, in any criminal action
or proceeding, the indemnified party had no reason to believe his or her conduct
was unlawful.
The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Registrant's Bylaws, and intends to enter into indemnification agreements
with any new directors and executive officers in the future.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Exhibit
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
10.1* Centillium Communications, Inc. Amended and Restated 1997 Stock
Plan
10.2* Centillium Communications, Inc. 2000 Employee Stock Purchase
Plan
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of WSGR (included in Exhibit 5.1)
24.1 Power of Attorney (see signature page)
* Previously filed as an exhibit to Registrant's Registration Statement on
Form S-1 declared effective on May 23, 2000.
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 of 1933, as amended (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.
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(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 of 1934 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 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 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, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fremont,
State of California, on the 20/th/ day of October, 2000.
CENTILLIUM COMMUNICATIONS, INC.
By: /s/ Faraj Aalaei
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Faraj Aalaei, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Faraj Aalei and
John W. Luhtala his attorneys-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8 (including post-effective amendments), and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the 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, as amended,
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/ Faraj Aalaei Chief Executive Officer and Director October 20, 2000
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Faraj Aalaei (Principal Executive Officer)
/s/ John W. Luhtala Vice President, Finance and Chief October 20, 2000
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John W. Luhtala Financial Officer (Principal Financial
and Accounting Officer)
/s/ Shahin Hedayat
------------------------------------------- President and Director October 20, 2000
Shahin Hedayat
___________________________________________ Director and Chairman of the Board
Kamran Elahian
/s/ Irwin Federman Director October 20, 2000
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Irwin Federman
/s/ Robert Hawk Director October 20, 2000
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Robert Hawk
___________________________________________ Director
Lip-Bu Tan
/s/ Jere Drummond Director October 20, 2000
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Jere Drummond
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
10.1* Centillium Communications, Inc. Amended and Restated 1997 Stock Plan
10.2* Centillium Communications, Inc. 2000 Employee Stock Purchase Plan
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of WSGR (included in Exhibit 5.1)
24.1 Power of Attorney (see signature page)
* Previously filed as an exhibit to Registrant's Registration Statement on Form
S-1 declared effective on May 23, 2000.
