<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 1, 1995
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
EXAR CORPORATION
(Exact name of registrant as specified in its charter)
__________________
DELAWARE 94-1741481
- ---------------------------------- -----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
__________________
2222 Qume Drive
San Jose, California 95131
----------------------------------------
(Address of Principal Executive Offices)
__________________
Assumed Options under Startech Semiconductor, Inc.
1993 Incentive Stock Option Plan and
Options issued outside of 1993 Stock Option Plan
------------------------------------------------
(Full title of the plans)
Ronald W. Guire
Senior Vice President and Chief Financial Officer
Exar Corporation
2222 Qume Drive
San Jose, California 95131
(408) 434-6400
-------------------------------------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
__________________
Copies to:
Peter F. Stone, Esq.
Cooley Godward Castro Huddleson & Tatum
Five Palo Alto Square, Suite 400
Palo Alto, California 94306
(415) 843-5000
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
_______________________________________________________________________________
<S> <C> <C> <C> <C>
Stock Options and 143,425 $0.22-$17.32 $1,651,943.61 $569.64
Common Stock
issuable upon
exercise of Stock
Options
===============================================================================
<FN>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c),(f),(h)(1), based upon the
actual exercise prices of 143,425 options outstanding under former
Startech Semiconductor, Inc. stock option plans assumed by the
Registrant on March 31, 1995 and converted into options to purchase
Registrant's Common Stock pursuant to an Agreement and Plan of
Reorganization dated March 19, 1995
===============================================================================
</TABLE>
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
ii
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NO. 33-50804 AND 33-87778
The contents of Registration Statements on Form S-8 No. 33-50804 and 33-
87778 filed with the Securities and Exchange Commission on August 14, 1992 and
December 22, 1994, respectively, are incorporated by reference herein.
EXHIBITS
Exhibit
Number
- -------
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained
in Exhibit 5.1 to this Registration Statement
24.1 Power of Attorney is contained on the signature pages.
1.
<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 San Jose, County of Santa Clara, State of California,
on April 28th, 1995.
EXAR CORPORATION
By /s/ Ronald W. Guire
--------------------------
Ronald W. Guire
Senior Vice President, Chief Finanical
Officer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints George D. Wells and Ronald W. Guire and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his 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 the 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 he 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 substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
2.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/S/ GEORGE D. WELLS President, Chief April 28, 1995
----------------------- Executive Officer and
George D. Wells Director (PRINCIPAL
EXECUTIVE OFFICER)
/S/ RONALD W. GUIRE Senior Vice President, April 28, 1995
----------------------- Chief Financial
Ronald W. Guire Officer and
Secretary (PRINCIPAL
FINANCIAL OFFICER)
/S/ RAIMON L. CONLISK Chairman of the April 28, 1995
----------------------- Board and Director
Raimon L. Conlisk
/S/ JAMES E. DYKES Director April 28, 1995
-----------------------
James E. Dykes
/S/ GEORGE E. GREGA Director April 28, 1995
-----------------------
George E. Grega
3.
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
------- ----------- -----------
5.1 Opinion of Cooley Godward Castro
Huddleson & Tatum
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Cooley Godward Castro
Huddleson & Tatum is contained
in Exhibit 5.1 to this Registration
Statement.
24.1 Power of Attorney is contained on
the signature pages.
<PAGE>
[COOLEY GODWARD LETTERHEAD]
May 1, 1995
Exar Corporation
2222 Qume Drive
San Jose, CA 95131
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing on May 1, 1995 by Exar Corporation (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission, with respect to the Company's registration
of 143,425 shares of the Company's Common Stock, $.0001 par value (the "Common
Stock"), pursuant to options issued by Startech Semiconductor, Inc. ("Startech")
and assumed by the Company pursuant to the Agreement and Plan of Reorganization
dated as of March 19, 1995 (the "Plan") between the Company, Startech, Moon
Acquisition, Inc. and certain officers of Startech.
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Company's Certificate of Incorporation, as amended,
and Bylaws, the Plan and the related Merger Agreement, and the originals or
copies certified to our satisfaction of such records, documents, certificates,
memoranda and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock, when sold and issued in accordance with the Registration
Statement, will be validly issued, fully paid and nonassessable (except as to
shares issued pursuant to certain deferred payment arrangements, which will be
fully paid and nonassessable when such deferred payments are made in full).
Very truly yours,
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
By: /s/ Peter F. Stone
----------------------------
Peter F. Stone
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Exar Corporation:
We consent to incorporation by reference in the registration statement on
Form S-8 of Exar Corporation of our report dated May 4, 1994, except as to
Note 12, which is as of June 3, 1994, relating to the consolidated balance
sheets of Exar Corporation and subsidiaries as of March 31, 1994 and 1993,
and the related consolidated statements of income, stockholders' equity, and
cash flows and related schedules for each of the years in the three-year
period ended March 31, 1994, which report appears in the March 31, 1994,
annual report on Form 10-K of Exar Corporation.
KPMG Peat Marwick LLP
Palo Alto, California
April 24, 1995
