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Registration No._______________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHIPS AND TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0047943
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
2950 Zanker Road
San Jose, CA 95134
(Address of principal executive offices) (Zip code)
CHIPS AND TECHNOLOGIES, INC.
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
FIRST AMENDED 1988 NONQUALIFIED STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(Full title of the plan)
Jeffery Anne Tatum, Esq.
Vice President, General Counsel and Secretary
Chips and Technologies, Inc.
2950 Zanker Road
San Jose, CA 95134
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 408/434-0600
This registration statement, including all exhibits and attachments, contains 9
pages. The exhibit index may be found on page 7 of the consecutively numbered
pages of the registration statement.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share(1) price(1) fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1994 Stock Option
Plan
Common Stock 2,000,000 $20.56 $41,120,000.00 $12,460.61
Par Value $0.01
(including options
to acquire such
Common Stock)
1988 Outside Directors
Stock Option Plan
Common Stock 200,000 $20.56 $ 4,112,000.00 $ 1,246.06
Par Value $0.01
(including options
to acquire such
Common Stock)
TOTAL 2,200,000 $45,232,000.00 $13,706.67
</TABLE>
-------------------------------------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Chips and Technologies, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:
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(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price is based upon the average of the high and low prices
of the Common Stock on December 4, 1996, as reported on the National Association
of Securities Dealers Automated Quotations System.
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(a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended June 30, 1996 as filed with the Commission.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed September 5, 1989 under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
The class of securities offered is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
As of December 9, 1996 certain attorneys of Gray Cary Ware & Freidenrich,
A Professional Corporation, which passed upon the validity of the shares of
Common Stock to be offered hereunder, owned 600 shares of the Common Stock of
the Company.
Item 6. Indemnification of Directors and Officers
Delaware law authorizes corporations to eliminate the personal liability
of directors to corporations and their stockholders for monetary damages for
breach or alleged breach of the directors' "duty of care." While the relevant
statute does not change directors' duty of care, it enables corporations to
limit available relief to equitable remedies such as injunction or rescission.
The statute has no effect on directors' duty of loyalty, acts or omissions not
in good faith or involving intentional misconduct or knowing violations of law,
illegal payment of dividends and approval of any transaction from which a
director derives an improper personal benefit.
The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care. The Bylaws of the Company provide for indemnification of its directors,
officers, employees and agents to the full extent permitted by the General
Corporation Law of the State of Delaware, the Company's state of incorporation,
including those circumstances in which indemnification would otherwise be
discretionary under Delaware Law. Section 145 of the General
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Corporation Law of the State of Delaware provides for indemnification in terms
sufficiently broad to indemnify such individuals, under certain circumstances,
for liabilities (including reimbursement of expenses incurred) arising under the
Securities Act.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering
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 Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the
registration statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the 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.
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(b) Filing incorporating subsequent Exchange Act documents by reference
The undersigned registrant hereby undertakes 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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
(h) Request for acceleration of effective date or filing of registration
statement on Form S-8
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 foregoing provisions, 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 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 the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURE
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, State of California, on December 9,
1996.
Chips and Technologies, Inc.
By: /s/ Jeffery Anne Tatum, Esq.
------------------------------------
Jeffery Anne Tatum, Esq., Vice
President, General Counsel and
Secretary
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POWER OF ATTORNEY
The officers and directors of Chips and Technologies, Inc. whose
signatures appear below, hereby constitute and appoint Timothy R. Christoffersen
and Jeffery Anne Tatum, Esq., and each of them, their true and lawful attorneys
and agents, with full power of substitution, each with power to act alone, to
sign and execute on behalf of the undersigned any amendment or amendments to
this registration statement on Form S-8, and each of the undersigned does hereby
ratify and confirm all that each of said attorney and agent, or their, her or
his substitutes, shall do or cause to be done by virtue hereof. Pursuant to the
requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities indicated
on December 9, 1996.
Signature Title
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/s/ Jim Stafford
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Jim Stafford President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Timothy R. Christoffersen
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Timothy R. Christoffersen Vice President of Finance and Chief Financial
Officer (Principal Financial and Accounting
Officer)
/s/ Jeffery Anne Tatum, Esq.
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Jeffery Anne Tatum, Esq. Vice President, General Counsel and Secretary
/s/ Gene P. Carter
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Gene P. Carter Director
/s/ Henri A. Jarrat
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Henri A. Jarrat Director
/s/ Bernard V. Vonderschmitt
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Bernard V. Vonderschmitt Director
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EXHIBIT INDEX
Sequentially
Numbered Page
4.1 Amended Certificate Incorporation of the --
Company, filed with the Secretary of State of
Delaware on September 18, 1986, is incorporated
by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the year ended
June 30, 1990
4.2 Restated Bylaws of the Company are incorporated --
by reference to Exhibit 3.4 to Registration
Statement No. 33-8005 effective October 8, 1986
4.3 Stockholders' Rights Agreement dated August 23, --
1989, is incorporated by reference to Exhibit 4.1 to
the Company's Annual Report on Form 10-K for
the year ended June 30, 1989
5 Opinion re legality 8
23.1 Consent of Counsel (included in Exhibit 5) --
23.2 Consent of Independent Accountants 9
24 Power of Attorney (included in signature pages to --
this registration statement)
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[GRAY CARY WARE FREIDENRICH LOGO]
EXHIBIT 5
ATTORNEYS AT LAW
400 HAMILTON AVENUE
PALO ALTO, CA 94301-1825 OUR FILE NO.
TEL (415) 328-6561 1030482-911200
FAX (415) 327-3699 1030482-900101
1030482-906101
December 10, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Chips and Technologies, Inc., a Delaware
corporation (the "Company"), we are rendering this opinion in connection with
the registration under the Securities Act of 1933, as amended, of up to
2,200,000 shares of the Common Stock, $0.01 par value, of the Company which may
be issued pursuant to the exercise of options granted under the Chips and
Technologies, Inc. Amended and Restated 1994 Stock Option Plan and First Amended
1988 Nonqualified Stock Option Plan For Outside Directors (the "Plans").
We have examined all instruments, documents and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies.
We are admitted to practice only in the State of California and we express no
opinion concerning any law other than the law of the State of California, the
corporation laws of the State of Delaware and the federal law of the United
States. As to matters of Delaware corporation law, we have based our opinion
solely upon our examination of such laws and the rules and regulations of the
authorities administering such laws, all as reported in standard, unofficial
compilations. We have not obtained opinions of counsel licensed to practice in
jurisdictions other than the State of California. Based on such examination, we
are of the opinion that the 2,200,000 shares of Common Stock which may be issued
upon exercise of options granted under the Plans are duly authorized shares of
the Company's Common Stock, and, when issued against receipt of the
consideration therefor in accordance with the provisions of the Plans, will be
validly issued, fully paid and nonassessable. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement referred to above and
the use of our name wherever it appears in said Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
SAN DIEGO - LA JOLLA - SAN JOSE - IMPERIAL VALLEY
MEXICO CITY - TIJUANA
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 15, 1996, appearing on page 16 of
the Chips and Technologies, Inc. Annual Report on Form 10-K for the year ended
June 30, 1996.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
San Jose, California
December 9, 1996
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