As filed with the Securities and Exchange Commission on October 3, 1996
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SIERRA SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------
California 94-2925073
(State of Incorporation) (I.R.S. Employer Identification No.)
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2075 North Capitol Avenue
San Jose, California 95132
(Address of principal executive offices)
1994 INCENTIVE STOCK PLAN
(Full title of the plan)
JAMES V. DILLER
Chairman of the Board of Directors and Chief Executive Officer
SIERRA SEMICONDUCTOR CORPORATION
2075 North Capitol Avenue
San Jose, California 95132
(408) 263-9300
(Name, address and telephone number of agent for service)
Copy to:
Neil J. Wolff
Wilson, Sonsini, Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304-1050
<PAGE>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Registered Offering Aggregate Registration
Registered Price Per Offering Fee
Share(1) Price(1)
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Common Stock.... 800,000 shs $12.25 $9,800,000 $3,379.31
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(1) Estimated pursuant to Rule 457 solely for the purpose of calculating
the registration fee. Based on the average of the high and low prices
of the Common Stock on October 1, 1996, as reported on the Nasdaq
National Market.
STATEMENT UNDER GENERAL INSTRUCTION E
The contents of the Registrant's Form S-8 Registration Statements
(File No. 33-80992 and 33-94790) are incorporated by reference into this
Registration Statement.
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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-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 this 30th day of
September 1996.
SIERRA SEMICONDUCTOR CORPORATION
By:JAMES V. DILLER
---------------------------------
James V. Diller, Chairman of the
Board of Directors and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Richard
J. Koeltl and Glenn C. Jones his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same, with all 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 his substitute or
substitutes, may 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
JAMES V. DILLER Chairman of the Board of Directors September 30, 1996
- ------------------ and Chief Executive Officer (principal
(James V. Diller) executive officer)
GLENN C. JONES Senior Vice President of Finance and September 30, 1996
- ------------------ Chief Financial Officer (principal
(Glenn C. Jones financial and accounting officer)
ALEXANDRE BALKANSKI Director September 30, 1996
- ------------------
(Alexandre Balkanski)
MICHAEL L. DIONNE Director September 30, 1996
- ------------------
(Michael L. Dionne)
Director
- ------------------
(Richard J. Koeltl )
FRANK J. MARSHALL Director September 30, 1996
- ------------------
(Frank J. Marshall)
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EXHIBIT INDEX
Exhibit Exhibit Sequentially
Number Numbered
Page
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation
23.1 Consent of Ernst & Young, LLP, Independent Auditors
23.2 Consent of Counsel (Contained in Exhibit 5.1 above)
24.1 Power of Attorney (Contained in Signature Page to Registration Statement)
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Exhibit 5.1
September 30, 1996
Sierra Semiconductor Corporation
2075 North Capitol Avenue
San Jose, CA 95132
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 October 2, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 800,000 shares of your Common Stock (the
"Shares"), to be issued pursuant to the 1994 Incentive Stock Plan (the "1994
Plan"). 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
1994 Plan.
It is our opinion that, when issued and sold in the manner described in the
1994 Plan and pursuant to the agreements which accompany each grant under the
1994 Plan, 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
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1994 Incentive Stock Plan of our report dated
January 17, 1996, with respect to the consolidated financial statements and
schedule of Sierra Semiconductor Corporation included in its Annual Report (Form
10-K) for the year ended December 31, 1995, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
/S/ ERNST & YOUNG LLP
San Jose, California
September 30, 1996
