<PAGE>
As filed with the Securities and Exchange Commission on December 8, 2000
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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
Incorporation or Organization) Identification Number)
2100 Logic Drive
San Jose, California 95124
(408) 559-7778
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Company's Principal Executive Offices)
Willem P. Roelandts
President and Chief Executive Officer
2100 Logic Drive
San Jose, California 95124
(408) 559-7778
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
COPIES TO:
Steven J. Tonsfeldt, Esq.
Mark W. Seneca, Esq.
Timothy C. Chu, Esq.
VENTURE LAW GROUP
A Professional Corporation
2800 Sand Hill Road
Menlo Park, CA 94025
Approximate date of commencement of proposed sale to the public: At such time or
times after the effective date of this Registration Statement as the Selling
Stockholders shall determine.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.[_]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box.[_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
Title Of Each Class Of Amount To Be Proposed Maximum Proposed Maximum Amount Of
Securities To Be Registered (1) Offering Price Per Aggregate Offering Registration
Registered Unit (2) Price (2) Fee
==============================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 2,425,900 $40.875 $99,158,662.50 $26,177.89
==============================================================================================================
</TABLE>
(1) The shares of common stock set forth in the Calculation of Registration Fee
Table, and which may be offered pursuant to this Registration Statement
includes, pursuant to Rule 416 under the Securities Act, such additional number
of shares of the Registrant's common stock that may become issuable as a result
of any stock splits, stock dividends or similar event.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act based upon the
average of the high and low prices of the Common Stock as reported on the Nasdaq
National Market on December 1, 2000.
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>
Subject to Completion, dated December 8, 2000
Prospectus
Xilinx, Inc.
2,425,900 Shares of Common Stock
______________________
This prospectus is part of a registration statement that covers 2,425,900
shares of common stock of Xilinx that were originally issued by us in connection
with our acquisition of RocketChips, Inc. These shares may be offered and sold
from time to time by certain of our stockholders (the "selling stockholders").
The shares were originally issued in a private offering made in reliance on
Regulation D and/or Section 4(2) of the Securities Act of 1933.
The prices at which such stockholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of these
shares.
Our common stock is traded on the Nasdaq National Market under the symbol
XLNX. On December 7, 2000, the last reported sale price of the common stock on
the Nasdaq National Market was $42.875 per share.
Investing in our common stock involves risks. See Item 1, entitled
"Business," and Item 7, entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations-Factors Affecting Future Operating
Results," contained in our Annual Report on Form 10-K for the fiscal year ended
March 31, 2000 and in our future Annual Reports on Form 10-K and Quarterly
Reports on Form 10-Q filed with the Securities and Exchange Commission that are
incorporated by reference in this prospectus for certain risks and
uncertainties that you should consider.
______________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful and complete. Any representation to the contrary is a
criminal offense.
The information in the prospectus is not complete and may be changed.
Neither we nor the selling stockholders may sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
The date of this prospectus is December 8, 2000.
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<S> <C>
THE COMPANY................................................................ 1
USE OF PROCEEDS............................................................ 1
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION.............................. 1
LEGAL MATTERS.............................................................. 3
EXPERTS.................................................................... 3
WHERE YOU CAN FIND MORE INFORMATION........................................ 3
</TABLE>
<PAGE>
THE COMPANY
Xilinx designs, develops and markets complete programmable logic solutions,
including advanced integrated circuits, software design tools, predefined system
functions delivered as cores of logic and field engineering support. Xilinx's
programmable logic devices (PLDs) include field programmable gate arrays (FPGAs)
and complex programmable logic devices. These devices are standard products
that its customers program to perform desired logic functions. Xilinx's
products are designed to provide high integration and quick time-to-market for
electronic equipment manufacturers primarily in the telecommunications,
networking, computing, industrial and consumer markets. Its products are sold
globally through a network of independent sales representatives, distributors
and to original equipment manufacturers.
Competitive pressures compel manufacturers of electronic systems to
accelerate their products' introduction to market. Customer requirements for
improved functionality, performance, reliability and lower cost are addressed
through the use of components that integrate ever larger numbers of logic gates
onto a single integrated circuit. Such integration often results in greater
speed, smaller die size, lower power consumption and reduced costs. The rapid
proliferation of the Internet and wireless communication networks continues to
fuel the demand for more complex integrated circuits. At the same time,
tremendous pressure is placed on electronic equipment manufacturers' product
life cycles. Due to their inherent complexity and reprogrammability, Xilinx's
PLDs enable electronic equipment manufacturers to effectively respond to these
evolving market trends.
Xilinx was organized in California in February 1984. In November 1985,
Xilinx organized to incorporate its research and development limited
partnership. In April 1990, it reincorporated in Delaware. Xilinx's corporate
facilities and executive offices are located at 2100 Logic Drive, San Jose,
California 95124 and its website is www.xilinx.com. Our telephone number at
that location is (408) 559-7778. Information contained in our Web site does not
constitute part of this prospectus.
USE OF PROCEEDS
All net proceeds from the sale of the shares of Xilinx common stock covered
by this prospectus will go to the selling stockholders who offer and sell their
shares. We will not receive any proceeds from the sale of these shares by the
selling stockholders.
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
All of the shares of Xilinx common stock registered for sale under this
prospectus will be owned prior to the offer and sale of such shares by all of
the former shareholders of RocketChips, Inc. (the "selling stockholders").
All of the shares offered by the selling stockholders were acquired in
connection with the merger of RocketChips, Inc., a Minnesota corporation, with a
wholly owned subsidiary of Xilinx (the "merger"). Under the terms of the
merger, Xilinx agreed to register the shares of Xilinx common stock received by
the selling stockholders in connection with the merger. The shares held by the
selling stockholders do not exceed one percent (1%) of Xilinx's outstanding
capitalization. In the past three years, none of the selling stockholders has
had a material relationship with Xilinx, except that certain selling
stockholders became non-officer employees of Xilinx after the merger.
We are registering the shares of Xilinx common stock covered by this
prospectus for the selling stockholders. As used in this prospectus, "selling
stockholders" includes the pledgees, donees, transferees or others who may later
hold the selling stockholders' interests. We will pay the costs and fees of
registering the shares of Xilinx common stock issued in the merger, but the
selling stockholders will pay any brokerage commissions, discounts or other
expenses relating to the sale of these shares.
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<PAGE>
The selling stockholders may sell the common shares in the over-the-counter
market or otherwise, at market prices prevailing at the time of sale, at prices
related to the prevailing market prices, or at negotiated prices. In addition,
the selling stockholders may sell some or all of their common shares through:
. a block trade in which a broker-dealer or other person may resell a
portion of the block, as principal or agent, in order to facilitate
the transaction;
. purchases by a broker-dealer or other person, as principal, and resale
by the broker-dealer for its account pursuant to this prospectus;
. an exchange distribution in accordance with the rules of such
exchange;
. ordinary brokerage transactions and transactions in which a broker
solicits purchasers; and
. privately negotiated transactions.
When selling their shares of Xilinx common stock, the selling stockholders
may enter into hedging transactions. For example, the selling stockholders may:
. enter into transactions involving short sales of the common shares by
broker-dealers;
. sell common shares short themselves and deliver the shares registered
hereby to settle such short sales or to close out stock loans incurred
in connection with their short positions;
. enter into option or other types of transactions that require the
selling stockholder to deliver common shares to a broker-dealer or
other person, who will then resell or transfer the common shares under
this prospectus; or
. loan or pledge the common shares to a broker-dealer or other person,
who may sell the loaned shares or, in the event of default, sell the
pledged shares.
The selling stockholders may negotiate and pay broker-dealers or other
persons commissions, discounts or concessions for their services. Broker-
dealers or other persons engaged by the selling stockholders may allow other
broker- dealers or other persons to participate in resales. However, the
selling stockholders and any broker-dealers or such other persons involved in
the sale or resale of the common stocks may qualify as "underwriters" within the
meaning of the Section 2(a)(11) of the Securities Act of 1933 (the "Securities
Act"). In addition, the broker-dealers' or their affiliates' commissions,
discounts or concession may qualify as underwriters' compensation under the
Securities Act. If the selling stockholders qualify as "underwriters," they
will be subject to the prospectus delivery requirements of Section 5(b)(2) of
the Securities Act.
In addition to selling their shares of Xilinx common stock under this
prospectus, the selling stockholders may:
. agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of their shares, including
liabilities arising under the Securities Act;
. transfer their shares in other ways not involving market makers or
established trading markets, including directly by gift, distribution,
or other transfer; or
. sell their common stocks under Rule 144 of the Securities Act rather
than under this prospectus, if the transaction meets the requirements
of Rule 144.
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<PAGE>
We have agreed to indemnify the selling stockholders against liabilities
arising in connection with this offering, including liabilities under the
Securities Act, or to contribute to payments that the selling stockholders may
be required to make in that respect.
In order to comply with the securities laws of certain states, if
applicable, our common stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, the
common stock may not be sold unless such shares have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
We have agreed to use our best efforts to maintain the effectiveness of
this registration statement with respect to the shares of common stock offered
hereunder by the selling stockholders until November 9, 2001. No sales may be
made pursuant to this prospectus after such date unless we amend or supplements
this prospectus to indicate that it has agreed to extend such period of
effectiveness. There can be no assurance that the selling stockholders will
sell all or any of the shares of common stock offered hereunder.
Additional information related to the selling stockholders and the plan of
distribution may be provided in one or more supplemental prospectuses.
LEGAL MATTERS
The validity of the shares of Xilinx common stock offered hereby will be
passed upon for Xilinx by Venture Law Group, A Professional Corporation, 2800
Sand Hill Road, Menlo Park, California 94025.
EXPERTS
The consolidated financial statements of Xilinx, Inc. appearing in Xilinx,
Inc.'s Annual Report (Form 10-K) for the year ended March 31, 2000, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of said firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
Government Filings. We file annual, quarterly and special reports and
------------------
other information with the Securities and Exchange Commission (the "SEC"). You
may read and copy any document that we file at the SEC's public reference rooms
in Washington, D.C., New York, New York, and Chicago, Illinois. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms.
Our SEC filings are also available to you free of charge at the SEC's web site
at www.sec.gov. Most of our SEC filings are also available to you free of
charge at our web site at www.xilinx.com.
Stock Market. The common stock of Xilinx is traded as a "National Market
------------
Security" on the Nasdaq National Market. Material filed by Xilinx can be
inspected at the offices of the National Association of Securities Dealers,
Inc., Reports Section, 1735 K Street, N.W., Washington, D.C. 20006.
Information Incorporated by Reference. The SEC allows us to "incorporate by
-------------------------------------
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede previously filed information, including information
contained in this document.
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<PAGE>
We incorporate by reference the documents listed below and any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until this offering has been completed:
The following documents filed by Xilinx with the SEC are incorporated by
reference in this prospectus:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 2000 (File No. 0-18548).
2. The Registrant's definitive Proxy Statement filed in connection with
its August 10, 2000 Annual Meeting of Stockholders (File No. 0-18548).
3. 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).
4. The Registrant's Current Report on Form 8-K, filed with the Commission
on November 22, 2000 (File No. 0-18548).
The Company will furnish without charge to you, on written or oral request,
a copy of any or all of the documents incorporated by reference, other than
exhibits to those documents. You should direct any requests for documents to
Investor Relations, Xilinx, Inc., 2100 Logic Drive, San Jose, California 95124,
and telephone (408) 559-7778.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable by Xilinx in
connection with the sale and distribution of the common stock being registered.
Selling commissions and brokerage fees and any applicable transfer taxes and
fees and disbursements of counsel for any selling stockholder is payable
individually by such selling stockholder. All amounts are estimates except the
SEC registration fee.
Amount
to be Paid
-----------
SEC registration fee..................................... $26,177.89
Printing................................................. $ 5,000.00
Legal fees and expenses.................................. $30,000.00
Accounting fees and expenses............................. $17,500.00
Miscellaneous fees and expenses.......................... $ 822.11
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Total............................................... $75,000
==========
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "Delaware 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"). Article IX of the Registrant's Certificate
--------------
of Incorporation and Article VI of the Registrant's Bylaws provide for
indemnification of the Registrant's directors, officers, employees and other
agents to the maximum extent permitted by Delaware Law. In addition, the
Registrant has entered into Indemnification Agreements with its officers and
directors.
In connection with this offering, each selling stockholder has agreed to
indemnify the Registrant, its directors and officers and each such person who
controls the Registrant and any underwriter, any other selling stockholder and
any controlling person of such underwriter or other selling stockholder, against
any and all liability arising from inaccurate information provided to the
Registrant by such selling stockholder and contained herein up to a maximum of
the net proceeds received by such selling stockholder from the sale of shares of
Xilinx common stock hereunder.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
Number Description
------ -----------
5.1 Opinion of Venture Law Group regarding the legality of the Common
Stock being registered
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-3)
II-1
<PAGE>
Item 17. 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:
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(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 paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by Xilinx pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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 indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions referred to in Item 15 above 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 of 1933 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 against the Registrant 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 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 of 1933 and will be governed by the
final adjudication of such issue.
II-2
<PAGE>
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-3 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.
/s/ Willem P. Roelandts
By:________________________________
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 (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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Willem P. Roelandts President and Chief Executive Officer December 8, 2000
_____________________________ (Principal Executive Officer)
Willem P. Roelandts
/s/ Kris Chellam Senior Vice President, Finance December 8, 2000
_____________________________ and Chief Financial Officer
Kris Chellam (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
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
-----------------
Number Description
------ -----------
5.1 Opinion of Venture Law Group regarding the legality of the Common
Stock being registered
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-3)
