<PAGE>
As filed with the Securities and Exchange Commission on August 4, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-1
REGISTRATION STATEMENT
Under The Securities Act of 1933
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MICROTUNE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 3674 75-2883117
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Number) Identification No.)
incorporation or
organization)
Microtune, Inc.
2540 East Plano Parkway, Suite 188
Plano, Texas 75074
(972) 673-1600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Douglas J. Bartek
Chief Executive Officer
Microtune, Inc.
2540 East Plano Parkway, Suite 188
Plano, Texas 75074
(972) 673-1600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Christopher J. Ozburn, Esq. John E. Hayes III, Esq.
Wilson Sonsini Goodrich & Rosati Brobeck Phleger & Harrison LLP
Professional Corporation 370 Interlocken Blvd., Suite 500
8911 Capital of Texas Highway Broomfield, CO 80021
Westech 360, Suite 3350 (303) 410-2000
Austin, Texas 78759
(512) 338-5400
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act") check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [X] 333-36340
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Aggregate Amount of
Title of Each Class of Securities Offering Price Registration
to be Registered (1) Fee
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<S> <C> <C>
Common stock ($0.001 par value)................... 73,600,000 $20,396
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</TABLE>
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(1) Of this amount $19,182 was previously paid in connection with the filing
of the S-1.
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<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-1, REGISTRATION NUMBER 333-36340.
Microtune, Inc. is filing this registration statement pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended. This registration
statement relates to the public offering of our common stock contemplated by
the registration statement on Form S-1 (Reg. No. 333-36340) filed by us with
the Securities and Exchange Commission on May 5, 2000, as amended by Amendment
No. 1 on June 16, 2000, as amended by Amendment No. 2 on June 27, 2000, as
amended by Amendment No. 3 on July 17, 2000, as amended by Amendment No. 4 on
July 17, 2000, as amended by Amendment No. 5 on July 27, 2000, and as amended
by Amendment No. 6 on August 3, 2000. Registration statement 333-36340 was
declared effective on August 4, 2000.
We are filing this registration statement for the sole purpose of increasing
the aggregate amount of securities issuable by $4,600,000. The contents of
registration statement 333-36340, including each of the documents we filed with
the Commission, and all exhibits thereto, are incorporated in this registration
statement by reference.
We hereby certify that we have instructed our bank to transmit to the
Commission the applicable filing fee by a wire transfer from our account to the
Commission's account at Mellon Bank as soon as practicable, but no later than
the close of the next business day following the filing of this registration
statement. We further certify that we will not revoke the instructions to make
the wire transfer and that we have sufficient funds in our account to cover the
amount of the filing fee.
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Plano, County of Collin,
State of Texas, on the 4th day of August 2000.
MICROTUNE, INC.
/s/ Douglas J. Bartek
By: _________________________________
Douglas J. Bartek
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, 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/ Douglas J. Bartek Chief Executive Officer August 4, 2000
______________________________________ and Chairman (Principal
Douglas J. Bartek Executive Officer)
/s/ Everett Rogers* Chief Financial Officer August 4, 2000
______________________________________ (Principal Financial and
Everett Rogers Accounting Officer)
/s/ Harvey B. Cash* Director August 4, 2000
______________________________________
Harvey B. Cash
/s/ Walter S. Ciciora* Director August 4, 2000
______________________________________
Walter S. Ciciora
/s/ James H. Clardy* Director August 4, 2000
______________________________________
James H. Clardy
/s/ Martin Englmeier* Vice Chairman August 4, 2000
______________________________________
Martin Englmeier
/s/ Kenneth G. Langone* Director August 4, 2000
______________________________________
Kenneth G. Langone
/s/ John Norsworthy Director August 4, 2000
______________________________________
John Norsworthy
/s/ Philippe Von Stauffenberg* Director August 4, 2000
______________________________________
Philippe von Stauffenberg
/s/ Lawrence D. Stuart, Jr.* Director August 4, 2000
______________________________________
Lawrence D. Stuart, Jr.
/s/ William P. Tai* Director August 4, 2000
______________________________________
William P. Tai
</TABLE>
/s/ Douglas J. Bartek
*by: ____________________________
Attorney-in-fact
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
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<C> <S>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation,
counsel to Microtune.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation,
counsel to Microtune (contained in Exhibit 5.1).
24.1 Power of Attorney.*
</TABLE>
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* Incorporated by reference from Microtune's registration statement on Form
S-1, as amended, Commission file number 333-36340.
