Registration No. 33-
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1997
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 941741481
(State of Incorporation) (I.R.S. Employer Identification No.)
Business Address:
48720 Kato Road
Fremont, CA 94538-1167
(Address of principal executive offices)
1991 Employee Stock Option Plan
(Full title of the plans)
Mailing Address:
48720 Kato Road
Fremont, CA 94538-1167
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Robert L. Jones, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
(650) 843-5000
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM
TITLE OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING PRICE REGISTRATION
REGISTERED REGISTERED PER SHARE (1) (1) FEE
Stock Options and
Common Stock (par 300,000 $26.625 $7,987.500.00 $2,420.50
value $.001)
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h)(1). The price per share and
aggregate offering price are based upon the closing sales price of
Registrant's Common Stock on October 2, 1997 as reported on the Nasdaq
National Market System.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NO. 33-50804 AND 33-87728
The contents of Registration Statements on Form S-8, Nos. 33-50804 and 33-
87728 filed with the Securities and Exchange Commission on August 14, 1992 and
December 22, 1994, respectively, are incorporated by reference herein.
DESCRIPTION OF SECURITIES
Not applicable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation and Bylaws include provisions to
(i) eliminate the personal liability of its directors for monetary damages
resulting from breaches of their fiduciary duty to the extent permitted by
Section 102(b)(7) of the General Corporation Law of Delaware (the "Delaware
Law") and (ii) require the Registrant to indemnify its directors and officers to
the fullest extent permitted by Section 145 of the Delaware Law, including
circumstances in which indemnification is otherwise discretionary. Pursuant to
Section 145 of the Delaware Law, a corporation generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses incurred by them in connection with any suit to which they are,
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of a corporation, and,
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. The Registrant believes that these provisions are
necessary to attract and retain qualified persons as directors and officers.
These provisions do not eliminate liability for breach of the director's duty of
loyalty to the Registrant or its stockholders, for acts or omissions not in good
faith or involving intentional misconduct or knowing violations of law, for any
transaction from which the director derived an improper personal benefit or for
any willful or negligent payment of any unlawful dividend or any unlawful stock
purchase agreement or redemption.
The Registrant has entered into agreements with its directors and executive
officers that require the Registrant to indemnify such persons against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or officer of the
Registrant or any of its listed enterprises, subject to certain limitations set
forth in such agreements. The indemnification agreements also set forth certain
procedures that will apply in the event of a claim for indemnification
thereunder. The Registrant has purchased an insurance policy covering the
officers and directors of the Registrant with respect to certain liabilities
arising under the Securities Act or otherwise.
EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
EXHIBITS
EXHIBIT
NUMBER
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
23.3 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney is contained on the signature pages
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 Fremont, State of California, on September 30,
1997.
EXAR CORPORATION
By: s/Donald L. Ciffone, Jr.
Donald L. Ciffone, Jr.
Title: Chief Executive Officer, President and
Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald W. Guire and Donald L. Ciffone,
Jr., 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.
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.
SIGNATURE TITLE DATE
s/Donald L. Ciffone, Jr.
Chief Executive Officer, September 30, 1997
(Donald L. Ciffone, Jr.) President and Director
s/Ronald W. Guire
Executive Vice President,September 30, 1997
(Ronald W. Guire) Chief Financial Officer
and Director (Principal
Financial and Accounting
Officer)
s/Raimon L. Conlisk
Director and Chairman of September 30, 1997
(Raimon L. Conlisk) the Board
s/James E. Dykes
Director September 30, 1997
(James E. Dykes)
George D. Wells
Director September 30, 1997
(George D. Wells)
EXHIBIT INDEX
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Cooley Godward LLP is contained in
Exhibit 5.1 to this Registration Statement
23.3 Consent of KPMP Peat Marwick LLP
24.1 Power of Attorney is contained on the signature
pages
EXHIBIT 5.1
October 7, 1997
Exar Corporation
48720 Kato Road
Fremont, CA 94538-1167
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Exar Corporation (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 300,000 shares of the
Company's Common Stock, $.001 par value, (the "Shares") pursuant to its 1991
Stock Option Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and By-laws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and related Prospectus, 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).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: s/Robert L. Jones
Robert L. Jones
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
EXAR Corporation and subsidiaries on Form S-8 of our report dated April 30,
1997, included in the Annual Report on Form 10-K of EXAR Corporation for the
year ended March 31, 1997.
DELOITTE & TOUCHE LLP
San Jose, California
October 3, 1997
21375027
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration statement, on
Form S-8 for the 1991 Employee Stock Option Plan of Exar Corporation, of our
report dated May 2, 1996, relating to the consolidated balance sheet of Exar
Corporation and subsidiaries as of March 31, 1996, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the two-year period ended March 31, 1996, and the related consolidated
financial statement schedule, which report appears in the March 31, 1997, annual
report on Form 10-K of Exar Corporation.
KPMG PEAT MARWICK LLP
Palo Alto, California
October 6, 1997
