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As filed with the Securities and Exchange Commission on January 14, 1998
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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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, California 95124
(Address of Principal Executive Offices)
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1997 Stock Plan
1990 Employee Qualified Stock Purchase Plan
(Full title of the Plans)
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Willem P. Roelandts
Chief Executive Officer
XILINX, INC.
2100 Logic Drive
San Jose, California 95124
(408) 559-7778
(Name, address and telephone number of agent for service)
---------------------
Copies to:
Steve Bochner
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED
MAXIMUM MAXIMUM AMOUNT
AMOUNT OFFERING AGGREGATE OF
TITLE OF EACH CLASS OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) PRICE FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock issuable under 1997 Stock Plan 3,250,000 $36.15625 $117,507,812.50 $35,608.43
- ------------------------------------------------------------------------------------------------------
Common Stock issuable under 1990 Employee 1,000,000 36.15625 36,156,250.00 10,956.44
Qualified Stock Purchase Plan
- ------------------------------------------------------------------------------------------------------
Total 4,250,000 36.15625 153,664,062.50 46,564.87
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee.
Computed in accordance with Rule 457(h), based on the average of the bid and
asked prices per share of the Registrant's Common Stock as of January 13, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended March 29, 1997.
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarterly periods ended June 28, 1997 and September 27, 1997.
(c) The description of common stock contained in Registrant's
Registration Statement on Form 8-A (Registration No. 0-18548) filed on
April 27, 1990 under the Securities Exchange Act of 1934, including any
amendment or report subsequently filed by Registrant for the purpose of
updating that description.
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered 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
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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 "Securities
Act"). The Registrant's Certificate of Incorporation and Bylaws provide that the
Registrant shall indemnify its directors and officers to the fullest extent
permitted by Delaware law, including circumstances in which indemnification is
otherwise discretionary under Delaware law.
The Registrant currently carries indemnity insurance pursuant to which its
directors and officers are insured under certain circumstances against certain
liabilities or losses, including liabilities under the Securities Act. 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),
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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
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
The following Exhibits are filed as a part of this Registration
Statement:
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson, Sonsini, Goodrich & Rosati (included in
Exhibit 5.1 herein).
24.1 Power of Attorney (see page II-4)
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 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, 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 the 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 an initial bona
fide offering thereof.
(c) 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 California General Corporations Code,
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the Certificate of Incorporation of the Registrant, the Bylaws of the
Registrant, Indemnification Agreements entered into between the Registrant and
it officers and directors, 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 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 the 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 the such issue.
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SIGNATURES
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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 the 14th day of
January, 1998.
XILINX, INC.
By: /s/ Willem P. Roelandts
---------------------------------
Willem P. Roelandts
Chief Executive Officer
POWER OF ATTORNEY
-----------------
Each Director and/or officer of the Registrant whose signature appears
below hereby appoints Willem P. Roelandts and Robert Hinckley and each of them
severally, as his attorney-in-fact, to sign in his name and behalf, in any and
all capacities stated below, and to file with the Commission any and all
amendments, including post-effective amendments, to this registration statement,
and the Registrant hereby also appoints each such person as its attorney-in-fact
with like authority to sign and file any such amendments in its name and behalf.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
---------------- ------------- ----------
<S> <C> <C>
/s/ Willem P. Roelandts Chief Executive Officer (Principal January 14, 1998
- ------------------------------ Executive Officer) and Director
Willem P. Roelandts
/s/Gordon M. Steel Senior Vice President, Finance and January 14, 1998
- ------------------------------ Chief Financial Officer (Principal
Gordon M. Steel Financial and Accounting Officer)
/s/ Bernard V. Vonderschmitt Chairman of the Board of Directors January 14, 1998
- ------------------------------
Bernard V. Vonderschmitt
/s/ John L. Doyle Director January 14, 1998
- ------------------------------
John L. Doyle
/s/ Philip T. Gianos Director January 14, 1998
- ------------------------------
Philip T. Gianos
/s/ William G. Howard Director January 14, 1998
- ------------------------------
William G. Howard
</TABLE>
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Exhibit 5.1
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January 14, 1998
Xilinx, Inc.
2100 Logic Drive
San Jose, California 95124
RE: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
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 January 15, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of shares of your Common Stock (the
"Shares") to be issued pursuant to your 1997 Stock Plan and 1990 Employee
Qualified Stock Purchase Plan (the "Plans"). As your counsel in connection with
this transaction, we have examined the proceedings taken and are familiar with
the proceedings proposed to be taken by you in connection with the issuance and
sale of the Shares pursuant to the Plans.
It is our opinion that, when issued and sold in the manner described in the
Plans and pursuant to the agreements which accompany grants under the Plans, the
Shares will be legally and validly issued, fully-paid and non-assessable.
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 appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI,
Professional Corporation
/s/ WILSON, SONSINI, GOODRICH & ROSATI
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Exhibit 23.1
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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 1997 Stock Plan and the 1990 Employee Qualified Stock
Purchase Plan of Xilinx, Inc. of our report dated April 23, 1997 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 29, 1997, filed with the
Securities and Exchange Commission
/s/ Ernst & Young LLP
San Jose, California
January 9, 1998
