<PAGE>
As filed with the Securities and Exchange Commission on December 8, 2000
Registration No. 333-_________
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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 or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2100 Logic Drive
San Jose, California 95124
(Address of principal executive offices)
_______________________
RocketChips, Inc. 1996 Stock Option Plan
RocketChips, Inc. 1996 Director Stock Option Plan
RocketChips, Inc. 2000 Non-Qualified Stock Option Plan
RocketChips, Inc. 2000 Equity Incentive Stock Option Plan
Non-Qualified Stock Option Agreement for Paul M. Russo
(Full title of the Plans)
_______________________
Willem P. Roelandts
President and Chief Executive Officer
2100 Logic Drive
San Jose, California 95124
(408) 559-7778
(Name, address and telephone number, including area code, of agent for service)
_______________________
Copy to:
Steven J. Tonsfeldt
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
(Calculation of Registration Fee on following page)
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Maximum Proposed
Amount Offering Maximum Amount of
to be Price Per Aggregate Registration
Title of Securities to be Registered Registered (1) Share Offering Price Fee
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
RocketChips, Inc. 1996 Stock Option Plan
Common Stock,
$0.01 par value......................................... 462,634 $ 9.14 (3) $ 4,228,474.76 $ 1,116.32
RocketChips, Inc. 1996 Director Stock Option Plan
Common Stock,
$0.01 par value......................................... 44,912 $10.83 (3) $ 486,396.96 $ 128.41
RocketChips, Inc. 2000 Non-Qualified Stock Option Plan
Common Stock
$0.01 par value......................................... 102,926 $18.71 (3) $ 1,925,745.46 $ 508.40
RocketChips, Inc. 2000 Equity Incentive Stock Option Plan
Common Stock
$0.01 par value......................................... 183,518 $18.71 (3) $ 3,433,621.78 $ 906.48
Non-Qualified Stock Option Agreement for Paul M. Russo
Common Stock
$0.01 par value 13,368 $18.71 (3) $ 250,115.28 $ 66.03
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Total............................................... 807,358 $10,324,354.24 $ 2,725.64
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_______________________
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans being registered
pursuant to this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of Common Stock.
(2) Pursuant to the Agreement and Plan of Merger dated as of September 30,
2000, among Registrant, RChips Acquisition Corporation and RocketChips,
Inc., Registrant assumed, effective as of November 9, 2000, all of the
outstanding options to purchase Common Stock of RocketChips, Inc. under the
RocketChips, Inc. 1996 Stock Option Plan, 1996 Director Stock Option Plan,
2000 Non-Qualified Stock Option Plan, 2000 Equity Incentive Stock Option
Plan and Non-Qualified Stock Option Agreement for Paul M. Russo, and such
options became exercisable to purchase shares of Registrant's Common Stock,
with appropriate adjustments to the number of shares and exercise price of
each assumed option.
(3) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), solely for the purpose of calculating
--------------
the registration fee. Computation based on the weighted average per share
exercise price (rounded to the nearest cent) of outstanding options under
the referenced plan, the shares issuable under which are registered hereby.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
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(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 2000 (File No. 0-18548).
(b) The Registrant's definitive Proxy Statement filed in connection with
its August 10, 2000 Annual Meeting of Stockholders (File No. 0-18548).
(c) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended June 30, 2000 (File No. 0-18548) and September 30, 2000
(File No. 0-18548).
(d) The Registrant's Current Report on Form 8-K, filed with the Commission
on November 22, 2000 (File No. 0-18548).
(e) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (Registration No. 0-
18548) filed with the Commission 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.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby 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 part
hereof from the date of filing such documents.
Item 4. Description of Securities. Not applicable.
-------------------------
Item 5. Interests of Named Experts and Counsel. Not applicable.
--------------------------------------
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") allows 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 for expenses
incurred) arising under the Securities Act of 1933, as amended. Article XII of
the Registrant's amended and restated certificate of incorporation and Article
VI of Registrant's bylaws authorize indemnification of Registrant's directors
and officers to the extent and under the circumstances permitted by the DGCL.
The Registrant has also entered into agreements with its directors and
certain officers that will require Registrant, among other things, to indemnify
them against certain liabilities that may arise by reason of their status or
service as directors or officers to the fullest extent not prohibited by law.
The Registrant maintains liability insurance for the benefit of its officers and
directors.
The above discussion of the DGCL and of Registrant's amended and restated
certificate of incorporation, bylaws and indemnification agreements is not
intended to be exhaustive and is qualified in its entirety by such statutes,
amended and restated certificate of incorporation, bylaws and indemnification
agreements.
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Item 7. Exemption from Registration Claimed. Not applicable.
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Item 8. Exhibits.
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Exhibit
Number
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4.1 RocketChips, Inc. 1996 Stock Option Plan
4.2 RocketChips, Inc. 1996 Director Stock Option Plan
4.3 RocketChips, Inc. 2000 Non-Qualified Stock Option Plan
4.4 RocketChips, Inc. 2000 Equity Incentive Stock Option Plan
4.5 Non-Qualified Stock Option Agreement for Paul M. Russo
5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see signature page)
Item 9. Undertakings.
------------
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 purposes 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 that 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.
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 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 the initial bona fide offering thereof.
Insofar as the 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 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 a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Xilinx, Inc., a corporation organized and existing under the laws of the State
of Delaware, 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 8th day of
December 2000.
XILINX, INC.
By: /s/ Willem P. Roelandts
_____________________________________
Willem P. Roelandts, President
and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints, jointly and severally, Willem P.
Roelandts and Kris Chellam, and each of them, as his attorney-in-fact, with full
power of substitution, for him in any and all capacities, to sign any and all
amendments to this Registration Statement on Form S-8 (including post-effective
amendments), 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 attorneys-in-fact or any of them,
or his or their substitutes, may lawfully 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:
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Willem P. Roelandts
____________________________ President and Chief Executive Officer December 8, 2000
Willem P. Roelandts (Principal Executive Officer)
/s/ Kris Chellam
___________________________ Senior Vice President, Finance December 8, 2000
Kris Chellam and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Richard W. Sevcik
___________________________ Director December 8, 2000
Richard W. Sevcik
/s/ Dennis L. Segers
___________________________ Director December 8, 2000
Dennis L. Segers
/s/ Philip T. Gianos
___________________________ Director December 8, 2000
Philip T. Gianos
/s/ Bernard V. Vonderschmitt
____________________________ Director December 8, 2000
Bernard V. Vonderschmitt
/s/ Frank Sanda
___________________________ Director December 8, 2000
Frank Sanda
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<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
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4.1 RocketChips, Inc. 1996 Stock Option Plan
4.2 RocketChips, Inc. 1996 Director Stock Option Plan
4.3 RocketChips, Inc. 2000 Non-Qualified Stock Option Plan
4.4 RocketChips, Inc. 2000 Equity Incentive Stock Option Plan
4.5 Non-Qualified Stock Option Agreement for Paul M. Russo
5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Venture Law Group, a Professional Corporation (included in
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see signature page)
