<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19 , 1996
REGISTRATION NO. 33- ____________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
XILINX, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0188631
- ------------------------ ------------------------------------
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
2100 LOGIC DRIVE
SAN JOSE, CA 95124
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1988 STOCK OPTION PLAN
1990 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
-------------------------------
WILLEM P. ROELANDTS
CHIEF EXECUTIVE OFFICER
XILINX, INC.
2100 LOGIC DRIVE
SAN JOSE, CALIFORNIA 95124
(408) 559-7778
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------------------------
Copies to:
STEVEN E. BOCHNER, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
-----------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE(2)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value
- - Issuable under 1988 Stock Option Plan 3,300,000 $32.3625 $106,796,250.00 $36,826.29
-------- --------------- ----------
- - Issuable under 1990 Employee Qualified
Stock Purchase Plan 460,000 $32.3625 $ 14,886,750.00 $ 5,133.36
-------- --------------- ----------
$41,959.65
==========
==================================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457 solely for the purpose of calculating
the registration fee on the basis of $32.3625 , the average of the high and
low price of Registrant's Common Stock as reported on the Nasdaq National
Market on September 16, 1996.
(2) Amount of Registration Fee was calculated pursuant to Section 6(b) of the
Securities Act of 1933, as amended, which states that the fee shall be
"one-twenty ninth of one percentum of the maximum aggregate price at which
such securities are proposed to be offered."
<PAGE>
XILINX, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
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 the Registrant:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 30, 1996 filed on June 27, 1996.
2. The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 29, 1996 filed on August 12, 1996.
3. The Company's S-8 Registration Statement under the Securities Act of
1933, as amended (File No. 33-80075), which became effective December
5, 1995.
4. The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on April 27,
1990 (File No. 0-18548) pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") which was
declared effective in June 1990, including any amendment or report
filed for the purpose of updating such description.
All documents filed by Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing
of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all securities then remaining
unsold under this registration statement, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents.
Exhibit
Number Description of Document
- -------- -------------------------------------------------------------------
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 4).
2
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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 San Jose, State of California, on this 19th day of
September 1996.
XILINX, INC.
By: /s/ Robert C. Hinckley
----------------------------------------
Robert C. Hinckley,
Vice President of Strategic Plans
and Programs
3
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Willem P. Roelandts and Gordon M. Steel
jointly and severally, 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 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 attorney-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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ----------------------------- ----------------------------------- --------------------------
<S> <C> <C>
/s/ Willem P.Roelandts
- ----------------------------- Chief Executive Officer (Principal September 13, 1996
Willem P. Roelandts Executive Officer) and Director
/s/ Bernard Vonderschmitt
- ----------------------------- Chairman of the Board of Directors September 13, 1996
Bernard Vonderschmitt and Directors
/s/ Gordon M. Steel
- ----------------------------- Senior Vice President, Finance and
Gordon M. Steel Chief Financial Officer (Principal September 16, 1996
Financial and Accounting Officer)
and Secretary
/s/ Philip T. Gianos
- ----------------------------- Director September 13, 1996
Philip T. Gianos
/s/ John L. Doyle
- ----------------------------- Director September 13, 1996
John L. Doyle
- ----------------------------- Director ______, 1996
William G. Howard, Jr.
</TABLE>
4
<PAGE>
EXHIBIT INDEX
XILINX, INC.
Exhibit
Number Description of Document
- -------- -------------------------------------------------------------------
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 4).
<PAGE>
EXHIBIT 5.1
[letterhead]
September 13, 1996
Xilinx, Inc.
2100 Logic Drive
San Jose, CA 95124
RE: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about September 13, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 3,760,000 shares of your
Common Stock (the "Shares") reserved for issuance under the 1988 Stock Option
Plan and the 1990 Employee Qualified Stock Purchase Plan (collectively, the
"Plans"). As legal counsel for Xilinx, Inc., we have examined the proceedings
taken and are familiar with the proceedings proposed to be taken by you in
connection with the sale and issuance of the Shares under the Plans.
It is our opinion that, when issued and sold in the manner referred to in
the Plans and pursuant to the agreement which accompanies each grant under the
Plans, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
/s/ Wilson, Sonsini, Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1988 Stock Option Plan and the 1990 Qualified Stock
Purchase Plan of Xilinx, Inc. of our report dated April 17, 1996, with respect
to the consolidated financial statements and schedule of Xilinx, Inc. included
in the Annual Report (Form 10-K) for the year ended March 30, 1996, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
September 13, 1996
