<PAGE>
As filed with the Securities and Exchange Commission on December 22, 2000
Registration No. 333-47376
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
MULTILINK TECHNOLOGY CORPORATION
(Name of issuer in its charter)
-----------
<TABLE>
<C> <C> <S>
California 3674 95-4522566
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
300 Atrium Drive, 2nd Floor
Somerset, New Jersey 08873
(732) 537-3700
(Address and telephone number of principal executive offices and principal
place of business)
Richard N. Nottenburg
President and Chief Executive Officer
300 Atrium Drive, 2nd Floor
Somerset, New Jersey 08873
(732) 537-3700
(Name, address and telephone number of agent for service)
-----------
Copies of all communications to be sent to:
<TABLE>
<S> <C>
Mark J. Kelson, Esq. William J. Whelan III, Esq.
Allen Matkins Leck Gamble & Mallory LLP Cravath, Swaine & Moore
1901 Avenue of the Stars, Suite 1800 Worldwide Plaza
Los Angeles, California 90067 825 Eighth Avenue
(310) 788-2400 New York, New York 10019
(212) 474-1000
</TABLE>
-----------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, 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, 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(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. [_]
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Maximum
Title of Each Class of Aggregate Offering Amount of
Securities to be Registered Price(1) Registration Fee(2)
------------------------------------------------------------------------------
<S> <C> <C>
Class A Common Stock, $0.0001 par
value................................. $150,000,000 $39,600
------------------------------------------------------------------------------
</TABLE>
--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(o) under the Securities Act.
(2) Previously paid.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
The sole purpose of this Amendment is to file certain exhibits to the
Registration Statement. Accordingly, this Amendment consists only of the facing
page, this explanatory note and Part II of the Registration Statement. The
Prospectus and Financial Statements are unchanged and have been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses, other than the
underwriting discounts and commissions, payable by the registrant in connection
with the sale of the securities being registered. All amounts are estimates
except the Securities and Exchange Commission registration fee, the NASD filing
fee and The Nasdaq National Market listing fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................. $39,600
NASD filing fee..................................................... 15,500
Nasdaq National Market filing fee................................... *
Printing costs...................................................... *
Legal fees and expenses............................................. *
Accounting fees and expenses........................................ *
Transfer Agent and Registrar Fees................................... *
Miscellaneous ...................................................... *
-------
Total............................................................. $ *
=======
</TABLE>
---------------------
* To be filed by amendment
Item 14. Indemnification of Directors and Officers.
Our articles of incorporation limit the personal liability of our directors
for monetary damages to the fullest extent permitted by the California General
Corporation Law. Under the California General Corporation Law, a director's
liability to a company or its shareholders may not be limited with respect to
the following items: (1) acts or omissions that involve intentional misconduct
or a knowing and culpable violation of law, (2) acts or omissions that a
director believes to be contrary to the best interests of the company or its
shareholders or that involve the absence of good faith on the part of the
director, (3) any transaction from which a director derived an improper
personal benefit, (4) acts or omissions that show a reckless disregard for the
director's duty to the company or its shareholders in circumstances in which
the director was aware, or should have been aware, in the ordinary course of
performing a director's duties, of a risk of a serious injury to the company or
its shareholders, (5) acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the company
or its shareholders, (6) contracts or transactions between the company and a
director within the scope of Section 310 of the California General Corporation
Law or (7) improper dividends, loans and guarantees under Section 316 of the
California General Corporation Law. The limitation of liability does not affect
the availability of injunctions and other equitable remedies available to our
shareholders for any violation by a director of the director's fiduciary duty
to us or our shareholders.
Our articles of incorporation also include an authorization for Multilink to
indemnify its "agents," as defined in Section 317 of the California General
Corporation Law, through bylaw provisions, by agreement or otherwise, to the
fullest extent permitted by law. Pursuant to this provision, our bylaws provide
for indemnification of our directors, officers and employees. In addition, we
may, at our discretion, provide indemnification to persons whom we are not
obligated to indemnify.
II-1
<PAGE>
Our bylaws also allow us to enter into indemnity agreements with individual
directors, officers, employees and other agents. We have entered into these
indemnity agreements with all of our directors and executive officers. These
agreements provide the maximum indemnification permitted by law. These
agreements, together with our bylaws and articles of incorporation, may require
us, among other things, to (1) indemnify our directors or executive officers,
other than for liability resulting from willful misconduct of a culpable
nature, (2) advance expenses to them as they are incurred, provided that they
undertake to repay the amount advanced if it is ultimately determined by a
court that they are not entitled to indemnification, and (3) obtain directors'
and officers' insurance if available on reasonable terms. Section 317 of the
California General Corporation Law and our bylaws make provision for the
indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons, under certain circumstances, for
liabilities, including reimbursement of expenses incurred, arising under the
Securities Act of 1933, as amended.
With the approval of our board of directors, we intend to obtain directors'
and officers' liability insurance prior to the effectiveness of this offering.
There is no pending litigation or proceeding involving any of our directors,
officers, employees or agents in which indemnification will be required or
permitted. Moreover, we are not aware of any threatened litigation or
proceeding that might result in a claim for such indemnification. We believe
that the foregoing indemnification provisions and agreements are necessary to
attract and retain qualified persons as directors and executive officers.
The Underwriting Agreement (the form of which is filed as Exhibit 1.1
hereto) provides for indemnification by our underwriters and by for certain
liabilities arising under the Securities Act or otherwise.
Item 15. Recent Sales of Unregistered Securities.
Each share of our Class B common stock is convertible into one share of
Class A common stock at any time at the option of the holder, and will
automatically convert upon transfer, except to certain permitted transferees as
described in our articles of incorporation.
Following is a description of all securities that the registrant has issued
within the past three years without registering the securities under the
Securities Act (adjusted for a 200-for-1 stock split in March 1999 and a
10-for-1 stock split in June 2000):
. In June 1999, we sold an aggregate of 1,670,000 shares of Series A
convertible preferred stock (which convert into 16,700,000 shares of
Class A common stock) to Brentwood Venture Capital, and certain of its
affiliates, for aggregate cash consideration of $15,030,000 (or $.90 per
share of Class A common stock).
. In June 1999, we issued a warrant to purchase 166,670 shares of Class A
common stock at an exercise price of $.30 per share to a private investor
as a fee in connection with the Series A preferred stock sale.
. In June 1999, we issued a warrant to purchase 350,000 shares of Class A
common stock at an exercise price of $.30 to our law firm.
. In September 1999, we sold an aggregate of 41,640 shares of Series A
convertible preferred stock (which convert into 416,400 shares of Class A
common stock) to certain private investors for aggregate cash
consideration of $374,760 (or $.90 per share of Class A common stock).
. In October 1999, we issued a warrant to Imperial Bank to purchase 163,640
shares of Class A common stock at an exercise price of $.55 per share.
. In February 2000, we issued a warrant to a partner in our law firm to
purchase 100,000 shares of Class A common stock at an exercise price of
$1.35 per share.
II-2
<PAGE>
. Between March 2000 and May 2000, we sold an aggregate of 1,000,000 shares
of Series B convertible preferred stock (which convert into 10,000,000
shares of Class A common stock) to certain private investors for
aggregate cash consideration of $40,000,000 (or $4.00 per share of
Class A common stock).
. In May 2000, we issued a warrant to purchase 250,000 shares of Series B
convertible preferred stock (which convert into 2,500,000 shares of Class
A common stock) to a strategic partner at an exercise price of $40 per
share (or $4.00 per share of Class A common stock) in connection with a
technology development arrangement.
. In May 2000, we issued warrants to purchase an aggregate of 250,000
shares of Series B convertible preferred stock (which convert into
2,500,000 shares of Class A common stock) to our Series A preferred
shareholders at an exercise price of $40 per share (or $4.00 per share of
Class A common stock) pursuant to the terms of an investors' rights
agreement.
. In August 2000, we issued warrants to purchase an aggregate of 33,406
shares of Class A common stock to 3 vendors at an exercise price of $4.00
per share.
. From July 1998 through September 30, 2000, we granted stock options to
purchase an aggregate of 33,378,450 shares of Class A common stock to
employees and consultants with aggregate exercise prices ranging from
$0.008 to $3.90 per share pursuant to our stock option plans. As of
September 30, 2000, no shares of Class A common stock have been issued
upon exercise of options.
No underwriters were used in connection with these sales and issuances
above. We relied upon Section 4(2) of the Securities Act in each of the private
placement transactions listed above. We determined, based on information
received from the investors, including questionnaires and representations
contained in the purchase agreements, that each investor was either an
accredited investor or had such knowledge and experience in financial matters
such that he or she was capable of evaluating the merits and risks of the
investments. All recipients either received adequate information about us or
had access, through employment or other relationships, to such information. The
recipients of securities in each transaction represented their intention to
acquire the securities for investment only and not with a view to or for sale
in connection with any distribution thereof and appropriate legends were
affixed to the share certificates and other instruments issued in such
transactions.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
<TABLE>
<CAPTION>
Number Description
------ -----------
<C> <S>
1.1* Form of Underwriting Agreement
3.1** Amended and Restated Articles of Incorporation of the Registrant, as
amended
3.2** Amended and Restated Bylaws of the Registrant
4.1* Specimen Class A Common Stock certificate
5.1* Opinion of Allen Matkins Leck Gamble & Mallory LLP as to the legality
of the shares being registered
9.1** Amended and Restated Voting Trust Agreement dated March 8, 1999
10.1** Form of Indemnification Agreement entered into by the Registrant and
each of its directors and officers
10.2** 1998 Stock Option Plan, as amended
10.3** 1999 Stock Option Plan, as amended
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Number Description
------ -----------
<C> <S>
10.4** 2000 Stock Incentive Plan
10.5* 2000 Employee Stock Purchase Plan
10.6** Amended and Restated Investors Rights Agreement, dated March 31, 2000,
among the Registrant and the shareholders named therein, as amended
10.7** Lease dated March 10, 1999, between the Registrant and Spieker
Properties, L.P., as amended
10.8** Facilities Use Agreement dated April 5, 1999, between the Registrant
and TRW, Inc.
10.9** Sublease Agreement dated August 1999, between the Registrant and IMS
Health Incorporated
10.10** Lease Agreement dated November 18, 1999, between the Registrant and
First Industrial, L.P.
10.11** Master Lease Agreement dated September 14, 1999, between the
Registrant and Imperial Bank Equipment Leasing, a Division of Imperial
Bank
10.12+ Supply Agreement dated June 29, 1997, between the Registrant and TRW,
Inc., as amended
10.13+ Semiconductor Development Agreement dated May 18, 2000, between the
Registrant and International Business Machines Corporation
10.14+ Joint Development Agreement effective as of May 18, 2000, between the
Registrant and International Business Machines
10.15+ Development Agreement dated September 1, 1999, by and between the
Registrant and Tyco Submarine Systems Ltd.
10.16* Second Amendment to Lease dated October 12, 2000 between the
Registrant and Spieker Properties, L.P.
21.1** Subsidiaries of the Registrant
23.1** Consent of Deloitte & Touche LLP, Independent Accountants
23.2* Consent of Allen Matkins Leck Gamble & Mallory LLP (contained in the
opinion filed as Exhibit 5.1 hereto)
24.1** Power of Attorney (See Page II-6)
27.1** Financial Data Schedule
</TABLE>
---------------------
* To be filed by amendment
** Previously filed
+ Confidential treatment requested for portions of these exhibits
(b) Financial Statement Schedules.
All schedules are omitted because they are inapplicable or the requested
information is shown in the consolidated financial statements of the registrant
or related notes thereto.
Item 17. Undertakings.
The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
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
II-4
<PAGE>
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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be a part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.
II-5
<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 Somerset, State of New
Jersey, on the 21st day of December 2000.
MULTILINK TECHNOLOGY CORPORATION
/s/ Richard N. Nottenburg
By: _________________________________
Richard N. Nottenburg
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and
appoints Richard N. Nottenburg and Eric M. Pillmore, and each of them, with
full power of substitution and resubstitution and full power to act without the
other, as his true and lawful attorney-in-fact and agent to act in his name,
place and stead and to execute in the name and on behalf of each person,
individually and in each capacity stated below, and to file, any and all
amendments to this registration statement, including any and all post-effective
amendments thereto and any registration statement relating to the same offering
as this registration statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing, ratifying and confirming all that said attorneys-in-
fact and agents or any of them or their or his substitute or substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated below on the 21st day of December 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<C> <S>
/s/ Richard N. Nottenburg President, Chief Executive Officer and
______________________________________ Director (Principal Executive
Richard N. Nottenburg Officer)
* Chief Financial Officer (Principal
______________________________________ Financial and Accounting Officer),
Eric M. Pillmore Senior Vice President and Secretary
* Executive Vice President and Director
______________________________________
Jens Albers
* Director
______________________________________
G. Bradford Jones
* Director
______________________________________
John Walecka
* Director
______________________________________
Stephen Forrest
/s/ Edward J. Zander Director
______________________________________
Edward J. Zander
/s/ Richard N. Nottenburg
* ____________________________________
Attorney-in-fact
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description
------ -----------
<C> <S>
1.1* Form of Underwriting Agreement
3.1** Amended and Restated Articles of Incorporation of the Registrant, as
amended
3.2** Amended and Restated Bylaws of the Registrant
4.1* Specimen Class A Common Stock certificate
5.1* Opinion of Allen Matkins Leck Gamble & Mallory LLP as to the legality
of the shares being registered
9.1** Amended and Restated Voting Trust Agreement dated March 8, 1999
10.1** Form of Indemnification Agreement entered into by the Registrant and
each of its directors and officers
10.2** 1998 Stock Option Plan, as amended
10.3** 1999 Stock Option Plan, as amended
10.4** 2000 Stock Incentive Plan
10.5* 2000 Employee Stock Purchase Plan
10.6** Amended and Restated Investors Rights Agreement, dated March 31, 2000,
among the Registrant and the shareholders named therein, as amended
10.7** Lease dated March 10, 1999, between the Registrant and Spieker
Properties, L.P., as amended
10.8** Facilities Use Agreement dated April 5, 1999, between the Registrant
and TRW, Inc.
10.9** Sublease Agreement dated August 1999, between the Registrant and IMS
Health Incorporated
10.10** Lease Agreement dated November 18, 1999, between the Registrant and
First Industrial, L.P.
10.11** Master Lease Agreement dated September 14, 1999, between the
Registrant and Imperial Bank Equipment Leasing, a Division of Imperial
Bank
10.12+ Supply Agreement dated June 29, 1997, between the Registrant and TRW,
Inc., as amended
10.13+ Semiconductor Development Agreement dated May 18, 2000, between the
Registrant and International Business Machines Corporation
10.14+ Joint Development Agreement effective as of May 18, 2000, between the
Registrant and International Business Machines
10.15+ Development Agreement dated September 1, 1999, by and between the
Registrant and Tyco Submarine Systems Ltd.
10.16* Second Amendment to Lease dated October 12, 2000 by and between the
Registrant and Spieker Properties L.P
21.1** Subsidiaries of the Registrant
23.1** Consent of Deloitte & Touche LLP, Independent Accountants
23.2* Consent of Allen Matkins Leck Gamble & Mallory LLP (contained in the
opinion filed as Exhibit 5.1 hereto)
24.1** Power of Attorney (See Page II-6)
27.1** Financial Data Schedule
</TABLE>
---------------------
* To be filed by amendment
** Previously filed
+ Confidential treatment requested for portions of these exhibits
