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As filed with the Securities and Exchange Commission on October 10, 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
______________
MICROTUNE, INC.
(Exact name of Registrant as specified in its charter)
______________
Delaware 75-288117
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2201 Tenth Street
Plano, TX 75074
(972) 673-1600
(Address, including zip code, of Registrant's principal executive offices)
______________
1996 Stock Plan (as amended)
2000 Director Option Plan
2000 Employee Stock Purchase Plan
2000 Stock Plan
Options to Purchase Series E Preferred Stock
(Full title of the plan)
______________
TAMARA G. MATTISON
Vice President and General Counsel
2201 Tenth Street
Plano, TX 75074
(972) 673-1600
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
CHRISTOPHER J. OZBURN, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
8911 Capital of Texas Highway, Suite 3350
Austin, TX 78759
(512) 338-5400
______________
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.001 per share par
value: to be issued under the 1996
Stock Plan (as amended) (1).......... 7,343,684 shares $ 1.03 (4) $ 7,567,570 (4) $ 1,998
====================================================================================================================================
Common Stock, $0.001 per share par
value: To be issued under the 2000
Director Option Plan (1)............. 150,000 shares $43.31 (2) $ 6,496,875 (2) $ 1,716
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Common Stock, $0.001 per share par
value: To be issued under the 2000
Employee Stock Purchase Plan (1)..... 400,000 shares $ 13.60 (3) $ 5,440,000 (3) $ 1,437
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Common Stock, $0.001 per share par
value: To be issued under the 2000
Stock Plan(1)........................ 5,628,526 shares $ 43.31 (2) $243,785,533 (2) $64,360
====================================================================================================================================
Common Stock, $0.001 per share par
value: To be issued under the
options to purchase Series E
Preferred Stock(1)(5)................ 440,000 shares(5) $ 8.00 (5) $ 3,520,000 (5) $ 930
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(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 become issuable under the 1996 Stock Plan
(as amended), 2000 Director Option Plan, 2000 Employee Stock Purchase Plan,
2000 Stock Plan and options to purchase Series E Preferred Stock by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration that increases
the number of the Registrant's outstanding shares of Common Stock.
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(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on
October 9, 2000.
(3) The exercise price of $13.60 per share, computed in accordance with Rule
457(h), is 85% of the opening price of a share of Common Stock of the
Registrant as reported on the Nasdaq National Market on August 4, 2000, the
current enrollment date. 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.
(4) The exercise price of $1.03 per share is the weighted average price of the
issued and outstanding options to purchase.
(5) The amount to be registered, proposed maximum offering price per share and
proposed maximum aggregate offering price reflects the conversion of all
preferred stock of the Registrant into shares of Common Stock in August
2000, and the two for one stock split of the Registrant's Common Stock
effected in January 2000. The options were originally granted for the
purchase of 220,000 shares of Series E Preferred Stock of the Registrant at
a per share exercise price of $16.00.
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PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
Microtune, Inc. (the "Registrant") hereby incorporates by reference in
this registration statement the following documents:
1. The Registrant's prospectus filed pursuant to Rule 424(b) on
August 4, 2000; and
2. The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A (Registration No. 000-31029)
filed on July 14, 2000 and declared effective August 4, 2000,
under the Securities Exchange Act of 1934, as amended, including
any amendment or report subsequently filed by the Registrant for
the purpose of updating that description.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered hereby 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
a 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.
Item 7. Exemption From Registration Claimed
-----------------------------------
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Not applicable.
Item 8. Exhibits
--------
Exhibit
Number Documents
----------- -----------------------------------------------------------
4.1* Microtune, Inc. 1996 Stock Plan (as amended) and form of
agreement thereunder
4.2* Microtune, Inc. 2000 Employee Stock Purchase Plan and form
of agreement thereunder
4.3* Microtune, Inc. 2000 Director Option Plan and form of
agreement thereunder
4.4* Microtune, Inc. 2000 Stock Plan and form of agreements
thereunder
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 II-7)
99.1 Series E Preferred Stock Option Agreement between Microtune,
Inc. and Barry Koch
99.2 Series E Preferred Stock Option Agreement between Microtune,
Inc. and Rafael del Granado
* Incorporated by reference to the Exhibits filed with Microtune, Inc.'s
Registration Statement on Form S-1 (Registration No. 333-36340) as
declared effective by the SEC on August 4, 2000.
Item 9. Undertakings
------------
(a) Rule 415 offering. 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, 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.
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(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as amended, 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 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 Plano, State of Texas, on this 9th day of October,
2000.
MICROTUNE, INC.
By: /s/ Douglas J. Bartek
---------------------------
Douglas J. Bartek
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Douglas J. Bartek and Everett Rogers, and
each of them, as his or her attorney-in-fact, with full power of substitution in
each, 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Douglas J. Bartek Chief Executive Officer and Chairman October 9, 2000
---------------------------------------------
Douglas J. Bartek (Principal Executive Officer)
/s/ Everett Rogers Chief Financial Officer, (Principal Financial October 9, 2000
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Everett Rogers and Accounting Officer)
/s/ Harvey B. Cash Director October 9, 2000
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Harvey B. Cash
/s/ Walter S. Ciciora Director October 5, 2000
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Walter S. Ciciora
/s/ James H. Clardy Director October 9, 2000
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James H. Clardy
Director
_____________________________________________
Kenneth J. Langone
/s/ John Norsworthy Director October 9, 2000
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John Norsworthy
/s/ Phillipe Von Stauffenberg Director October 5, 2000
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Phillipe Von Stauffenberg
Director
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Lawrence D. Stuart, Jr.
/s/ William P. Tai Director October 9, 2000
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William P. Tai
_____________________________________________ Vice Chairman
Martin Englmeier
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