<PAGE>
As filed with the Securities and Exchange Commission on November 20, 2000
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________
COMPUTER ACCESS TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 77-0302527
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
2403 Walsh Avenue
Santa Clara, CA 95051-1302
(Address of principal executive offices) (Zip Code)
________
COMPUTER ACCESS TECHNOLOGY CORPORATION
2000 Stock Incentive Plan
Employee Stock Purchase Plan
(Full title of the Plans)
______________
Dan Wilnai
Chief Executive Officer
COMPUTER ACCESS TECHNOLOGY CORPORATION
2403 Walsh Avenue
Santa Clara, CA 95051-1302
(Name and address of agent for service)
(408) 727-6600
(Telephone number, including area code, of agent for service)
______________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share (2) Price(2) Fee
---------- ------------- ------------- --------- ------------
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2000 Stock Incentive Plan
------------------------ 4,812,500 shares $ 14.50(2) $69,781,250 (2) $18,422.25
Common Stock, $0.001 par value
--------------------------------------------------------------------------------------------------------------
Employee Stock Purchase Plan
--------------------------- 312,500 shares $ 14.50(2) $ 4,531,250 (2) $ 1,196.25
Common Stock, $0.001 par value
--------------------------------------------------------------------------------------------------------------
Aggregate Registration Fee $19,618.50
--------------------------------------------------------------------------------------------------------------
===============================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Registrant's 2000 Stock
Incentive Plan and the Employee Stock Purchase Plan by reason of any
stock dividend, stock split, recapitalization or other similar
transaction effected without the Registrant's receipt of consideration
which results in an increase in the number of the outstanding shares
of Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of
the high and low selling price per share of the Registrant's Common
Stock on November 16, 2000, as reported by the Nasdaq National Market.
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
---------------------------------------
Computer Access Technology Corporation (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Registrant's prospectus filed with the Commission pursuant to
Rule 424(b) promulgated under the Securities Act of 1933 (the
"1933 Act"), in connection with the Registrant's Registration
Statement No. 333-43866, in which there is set forth the audited
financial statements for the Registrant's fiscal year ended
December 31, 1999 and 1998;
(b) The Registrant's Registration Statement No. 333-43866 on Form S-1
filed with the Commission on August 16, 2000, as amended on Form
S-1/A filed with the Commission on September 28, 2000, October
17, 2000 and November 7, 2000, in which there is set forth the
audited financial statements for the Registrant as of December
31, 1999 and 1998;
(c) The Registrant's Registration Statement No. 000-31863 on Form 8-A
filed with the Commission on October 30, 2000, pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "1934
Act"), in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding Common
Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act, after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Registrant's certificate of incorporation limits the liability of
directors to the maximum extent permitted by the Delaware General Corporation
Law. Delaware law provides that directors of a corporation will not be
personally liable for monetary damages for breach of their fiduciary duties as
directors, except liability for any of the following:
- any breach of their duty of loyalty to the corporation or its
stockholders;
- acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
- unlawful payments of dividends or unlawful stock repurchases or
redemptions; or
- any transaction from which the director derived an improper personal
benefit.
This limitation of liability does not apply to liabilities arising
under the federal securities laws and does not affect the availability of
equitable remedies such as injunctive relief or rescission.
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The Registrant's bylaws provide that Registrant must indemnify its
directors and executive officers to the fullest extent permitted under the
Delaware General Corporation Law and may indemnify its other officers, employees
and other agents to the fullest extent permitted by law. The Registrant's bylaws
also permit it to secure insurance on behalf of any officer, director, employee
or other agent for any liability arising out of his or her actions in this
capacity, regardless of whether the bylaws would permit indemnification. Prior
to the consummation of the offering, Registrant will obtain an insurance policy
covering directors and officers for claims they may otherwise be required to pay
or for which Registrant is required to indemnify them.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
Exhibit Number Exhibit
-------------- -------
4 Instruments Defining the Rights of Stockholders. Reference
is made to Registrant's Registration Statement No 000-31863
on Form 8-A12G, together with the exhibits thereto, which
are incorporated herein by reference pursuant to Item 3(b)
to this Registration Statement.
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Public
Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Computer Access Technology Corporation 2000 Stock Incentive
Plan.
99.2 Computer Access Technology Corporation Employee Stock
Purchase Plan.
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: (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (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 Registrant's 2000
Stock Incentive Plan or Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this 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
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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
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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 1933 Act and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Santa Clara, State of California on
this 20th day of November, 2000.
COMPUTER ACCESS TECHNOLOGY CORPORATION
By: /s/ Dan Wilnai
----------------------------------------
Dan Wilnai
President, Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer)
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS:
That each person whose signature appears below constitutes
and appoints Dan Wilnai, President, Chief Executive Officer and Chairman of the
Board of Directors, and Dennis Evans, Vice President, Chief Financial Officer
and Secretary, and each of them, as such person's true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file 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 requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his or her substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Dan Wilnai President, Chief Executive Officer, November 20, 2000
------------------------------- and Chairman of the Board of
Dan Wilnai Directors (Principal Executive Officer)
/s/ Dennis W. Evans Vice President, Chief Financial Officer November 20, 2000
------------------------------- and Secretary (Principal Financial and
Dennis W. Evans Accounting Officer)
/s/ Peretz Tzarnotzky Vice President, Chief Technology Officer November 20, 2000
------------------------------- and Director
Peretz Tzarnotzky
/s/ Philip Pollok Director November 20, 2000
-------------------------------
Philip Pollok
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Jean-Louis Gassee Director November 20, 2000
-------------------------------
Jean-Louis Gassee
/s/ Roger W. Johnson Director November 20, 2000
-------------------------------
Roger W. Johnson
</TABLE>
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
COMPUTER ACCESS TECHNOLOGY CORPORATION
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit
-------------- -------
4 Instruments Defining the Rights of Stockholders. Reference
is made to Registrant's Registration Statement No. 000-31863
on Form 8-A12G, together with the exhibits thereto, which
are incorporated herein by reference pursuant to Item 3(b)
to this Registration Statement.
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers LLP Independent Public
Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Computer Access Technology Corporation 2000 Stock Incentive
Plan.
99.2 Computer Access Technology Corporation Employee Stock
Purchase Plan.
