As filed with the Securities and Exchange Commission on August 14, 1998
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SIGMA DESIGNS, INC.
(Exact Name of Registrant as specified in its charter)
California 94-2848099
(State of Incorporation) (I.R.S. Employer
Identification Number)
46501 Landing Parkway
Fremont, CA 94538
(Address, including zip code, of
Registrant's principal executive offices)
1984 Employee Stock Purchase Plan, As Amended
(Full Title of the Plan)
Thinh Q. Tran
President and Chief Executive Officer
SIGMA DESIGNS, INC.
46501 Landing Parkway
Fremont, CA 94538
(510) 770-0100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
Dave J. Segre, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(415) 493-9300
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<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to To Be Offering Price Aggregate Registration
Be Registered Registered Per Share Offering Price Fee (1)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value
Issuable under:
1984 Employee Stock Purchase
Plan, As Amended 100,000 $1.94 $194,000.00 $57.25
=====================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the amount of the registration fee, pursuant to Rule 457(c),
on the basis of the average of the high and low prices reported in the Nasdaq National Market System on
August 12, 1998, which average was $1.94.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):
1. The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A dated
November 3, 1986 filed pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the description of the Registrant's Common Share
Purchase Rights contained in the Registrants' Registration
Statement on Form 8-A dated September 25, 1989, filed pursuant
to Section 12(g) of the Exchange Act, including any amendment
or report filed for the purpose of updating such descriptions.
2. Registration Statement on Form S-8 filed with the Commission
on May 17, 1996.
3. The Registrant's Annual Report on Form 10-K for the year ended
January 31, 1998 filed pursuant to Section 13(a) of the
Exchange Act.
4. The Registrant's Quarterly Report on Forms 10-Q and 10-QA for
the quarter ended April 30, 1998, filed pursuant to Section 13
of the Exchange Act.
5. All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 317 of the California Corporations Code allows for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). Article IV of the
Registrant's Articles 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 extent and under the circumstances permitted by the
California Corporations Code. The Registrant has also entered into agreements
with its officers and directors which may require the Registrant, among other
things, to indemnify such officers and directors against certain liabilities
that may arise by reason of their status or service as directors or officers
(other than liabilities arising from any acts or omissions or transactions from
which a director may not be relieved of liability under the California General
Corporation Law), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and to obtain
directors' and officers' insurance if available on reasonable terms. The
Registrant has obtained directors' and officers' insurance pursuant to said
agreements.
Item 7. Exemption from Registration Claimed.
Not applicable.
II-2
<PAGE>
Item 8. Exhibits.
Number Document
- -------- --------------------------------------
4.1 Employee Stock Purchase Plan, as amended.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Independent Auditors' Consent.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (See page II-5).
- -------------------------
Item 9. Undertakings.
(a) 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 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.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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
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<PAGE>
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 and will be governed by the final
adjudication of such issue.
II-4
<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-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 August 10, 1998.
SIGMA DESIGNS, INC.
By: /s/Thihn Q. Tran
---------------------------------------
Thinh Q. Tran
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thinh Q. Tran and Kit Tsui jointly and
severally, 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, 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 attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
<TABLE>
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.
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------- ------------------------------------------- ----------------------
<S> <C> <C>
/s/ Thinh Q. Tran Chairman of the Board, President August 10, 1998
- --------------------------- and Chief Executive Officer and
Thinh Q. Tran Director (Principal Executive
Officer)
/s/ Kit Tsui Director of Finance, Chief Financial August 10, 1998
- --------------------------- Officer and Secretary (Principal
Kit Tsui Accounting Officer)
/s/ William J. Almon August 13, 1998
- -------------------------- Director
William J. Almon
/s/ William Wang Director August 12, 1998
- --------------------------
William Wang
</TABLE>
II-5
<PAGE>
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- --------------- ------------------------------------------------------------- ----------------
<S> <C> <C>
4.1 Employee Stock Purchase Plan, as amended.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
23.1 Independent Auditors' Consent.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (See page II-5).
- ---------------------
</TABLE>
II-6
EXHIBIT 4.1
SIGMA DESIGNS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(As amended through June 12, 1998)
The following constitute the provisions of the Employee Stock Purchase
Plan of Sigma Designs, Inc.
1. Purpose. The purpose of the Plan is to provide employees of
the Company and its Designated Subsidiaries with an opportunity to
purchase Common Stock of the Company through accumulated payroll
deductions. it is the intention of the Company to have the Plan qualify
as an 'Employee Stock Purchase Plan' under Section 423 of the Internal
Revenue Code of 1954, as amended. The provisions of the Plan shall,
accordingly, be construed so as to extend and limit participation in a
manner consistent with the requirements of that section of the Code.
2. Definitions.
(a) "Board" shall mean the Board of
Directors of the Company.
(b) "Code" shall mean the Internal Revenue
Code of 1954, as amended.
(c) "Common Stock" shall mean the Common
Stock, no par value, of the Company.
(d) "Company" shall mean Sigma Designs,
Inc., a Cali fornia corporation.
(e) "Compensation" shall mean all regular
straight time gross earnings and commissions,
exclusive of payments for overtime, shift
premium, incentive compensation, incentive
payments, bonuses or other compensation.
(f) "Continuous Status as an Employee" shall
mean the absence of any interruption or
termination to service as an Employee.
Continuous Status as an Employee shall not be
considered interrupted in the case of a leave of
absence agreed
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<PAGE>
to in writing by the Company, provided that such
leave is for a period of not more than 90 days
or reemployment upon the expiration of such
leave is guaranteed by contract or statute.
(g) "Designated Subsidiaries" shall mean the
Subsidiaries which have been designated by the
Board from time to time in its sole discretion
as eligible to participate in the Plan.
(h) "Employee" shall mean any person,
including an officer, who is customarily
employed for at least twenty (20) hours per week
and more than five (5) months in a calendar year
by the Company or one of its Designated
Subsidiaries.
(i) "Exercise Date" shall mean the last day
of each offering period of the Plan.
(j) "Offering Date" shall mean the first day
of each offering period of the Plan.
(k) "Plan" shall mean this Employee Stock
Purchase Plan.
(l) "Subsidiary" shall mean a corporation,
domestic or foreign, of which not less than 50%
of the voting shares are held by the Company or
a Subsidiary, whether or not such corporation
now exists or is hereafter organized or acquired
by the Company or a Subsidiary.
3. Eligibility.
(a) Any person who is an Employee as of the
Offering Date of a given offering period shall
be eligible to participate in such offering
period under the Plan, subject to the
requirements of Section 5(a) and the limitations
imposed by Section 423(b) of the Code.
(b) Any provisions of the Plan to the
contrary notwithstanding, no Employee shall be
granted an option under the Plan (i) if,
immediately after the grant, such Employee (or
any other person whose stock would be attributed
to such Employee pursuant to Section 425(d) of
the Code) would own stock and/or hold
outstanding options to purchase stock possessing
five percent (5%) or more of the total combined
voting power or value of all classes of stock of
the Company or of any subsidiary of the Company,
or (ii) which permits his
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<PAGE>
rights to purchase stock under all employee
stock purchase plans (described in Section 423
of the Code) of the Company and its subsidiaries
to accrue at a rate which exceeds Twenty-Five
Thousand Dollars ($25,000) of fair market value
of such stock (determined at the time such
option is granted) for each calendar year in
which such option is outstanding at any time.
4. Offering Periods. The Plan shall be implemented by one
offering during each six-month period of the Plan, commencing on such
date as the Board of Directors shall determine, and continuing
thereafter until terminated in accordance with Section 19 hereof. The
Board of Directors of the Company shall have the power to change the
duration of offering periods with respect to future offerings without
shareholder approval if such change is announced at least fifteen (15)
days prior to the scheduled beginning of the first offering period to
be affected.
5. Participation.
(a) An eligible Employee may become a
participant in the Plan by completing a
subscription agreement authorizing payroll
deduction on the form provided by the Company
and filing it with the Company's payroll office
prior to the applicable offering Date, unless a
later time for filing the subscription agreement
is set by the Board for all eligible Employees
with respect to a given offering.
(b) Payroll deductions for a participant
shall commence on the first payroll following
the Offering Date and shall end on the Exercise
Date of the offering to which such authorization
is applicable, unless sooner terminated by the
participant as provided in Section 10.
6. Payroll Deductions.
(a) At the time a participant files his
subscription agreement he shall elect to have
payroll deductions made, on each payday during
the offering period in an amount not exceeding
ten percent (10%) of the Compensation which he
received on the payday immediately preceding the
Offering Date, and the aggregate of such payroll
deductions during the offering period shall not
exceed ten percent (10%) of his aggregate
Compensation during said offering period. In the
event that the aggregate of a participant's
payroll deductions exceeds ten percent (10%) of
his aggregate Compensation during an offering
period, the excess shall be returned to said
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<PAGE>
participant at the termination of said offering
period. For purposes of determining the amount
of payroll deductions which may be elected by a
participant pursuant to this Section 6(a), the
amount of commissions deemed to have been
received by the participant on the payday
immediately preceding the Offering Date shall be
equal to one- half (1/2) of the monthly average
of all commissions received by the participant
during the six-month period immediately
preceding the Offering Date.
(b) All payroll deductions made by a
participant shall be credited to his account
under the Plan. A participant may not make any
additional payments into such account.
(c) A participant may discontinue his
participation in the Plan as provided in Section
10, or may lower, but not increase, the rate of
his payroll deductions during the offering
period by completing or filing with the Company
a new authorization for payroll deduction. The
change in rate shall be effective fifteen (15)
days following the Company's receipt of the new
authorization.
7. Grant of Option.
(a) On the Offering Date of each six-month
offering period, each eligible Employee
participating in the Plan shall be granted an
option to purchase (at the per share option
price) up to a number of shares of the Company's
Common Stock determined by dividing such
Employee's accumulated payroll deductions during
such offering period (not to exceed-an amount
equal to ten percent (10%) to his actual
Compensation during such offering period) by the
lower of eighty-five percent (85%) of the fair
market value of a share of the Company's Common
Stock on the Offering Date, or (ii) eighty- five
percent (85%) of the fair market value of a
share of the Company's Common Stock on the
Exercise Date, subject to the limitations set
forth in Sections 3(b) and 12 hereof, and
subject to the further limitation that the
number of shares of the Company's Common Stock
subject to any option granted to an Employee
shall not exceed three hundred percent (300%) of
the number of shares of the Company's Common
Stock determined by dividing an amount equal to
ten percent (10%) of the Employee's semi-annual
Compensation based on his rate of Compensation
as of the Offering Date by eighty-five percent
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<PAGE>
(85%) of the fair market value of a share of the
Company's Common Stock on the offering Date. For
purposes of determining an Employee's
semi-annual Compensation pursuant to this
Section 7(a), the rate of commission
compensation deemed to have been received by the
Employee as of the Offering Date shall be equal
to one-half (1/2) of the monthly average of all
commissions received by the Employee during the
six-month period immediately preceding the
offering Date. Fair market value of a share of
the Company's Common Stock shall be determined
as provided in Section 7(b) herein.
(b) The option price per share of the shares
offered a given offering period shall be the
lower of: (i) 85% of the fair market value of a
share of the Common Stock of the Company on the
Offering Date; or (ii) 85% of the fair market
value of a share of the Common Stock of the
Company on the Exercise Date. The fair market
value of the Company's Common Stock on a given
date shall be determined by the Board in its
discretion; provided, however, that where there
is a public market for the Common Stock, the
fair market value per Share shall be the closing
bid price of the Common Stock in the
over-the-counter market for such date, as
reported in the Wall Street Journal (or, if not
so reported, as otherwise reported by the
National Association of Securities Dealers
Automated Quotation (NASDAQ) System) or, in the
event the Common Stock is traded on the NASDAQ
National Market System or listed on a stock
exchange, the fair market value per Share shall
be the closing price on such system or such
exchange on such date, as reported in the Wall
Street Journal.
8. Exercise of Option. Unless a participant withdraws from the
Plan as provided in Section 10, his option for the purchase of shares
will be exercised automatically on the Exercise Date of the offering
period, and the maximum number of full shares subject to option will be
purchased for him at the applicable option price with the accumulated
payroll deductions in his account. The shares purchased upon exercise
of an option hereunder shall be deemed to be transferred to the
participant on the Exercise Date. During his lifetime, a participant's
option to purchase shares hereunder is exercisable only by him.
9. Delivery. As promptly as practicable after the Exercise Date
of each offering period, the Company shall arrange the delivery to each
participant, as appropriate, of a certificate representing the shares
purchased upon exercise of his option. Any cash remaining to the credit
of a participant's account under the Plan after a purchase by him of
shares at the termination of each offering period, or which is
insufficient to purchase a full share of Common Stock of the Company,
shall be returned to said participant.
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<PAGE>
10. Withdrawal; Termination of Employment.
(a) A participant may withdraw all but not
less than all the payroll deductions credited to
his account under the Plan at any time prior to
the Exercise Date of the offering period by
giving written notice to the Company. All of the
participant's payroll deductions credited to his
account will be paid to him promptly after
receipt of his notice of withdrawal and his
option for the current period will be
automatically terminated, and no further payroll
deductions for the purchase of shares will be
made during the offering period.
(b) Upon termination of the participant's
Continuous Status as an Employee prior to the
Exercise Date of the offering period for any
reason, including retirement or death, the
payroll deductions credited to his account will
be returned to him or, in the case of his death,
to the person or persons entitled thereto under
Section 14, and his option will be automatically
terminated.
(c) In the event an Employee fails to remain
in Continuous Status as an Employee of the
Company for at least twenty (20) hours per week
during the offering period in which the employee
is a participant, he will be deemed to have
elected to withdraw from the Plan and the
payroll deductions credited to his account will
be returned to him and his option terminated.
(d) A participant's withdrawal from an
offering will not have any effect upon his
eligibility to participate in a succeeding
offering or in any similar plan which may
hereafter be adopted by the Company.
11. Interest. No interest shall accrue on the payroll deductions
of a participant in the Plan.
12. Stock.
(a) The maximum number of shares of the
Company's Common Stock which shall be made
available for sale under the Plan shall be
300,000 shares, subject to adjustment upon
changes in capitalization of the Company as
provided in Section 18. If the total number of
shares which would otherwise be subject to
options granted pursuant to Section 7(a)
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<PAGE>
hereof on the Offering Date of an offering
period exceeds the number of shares then
available under the Plan (after deduction of all
shares for which options have been exercised or
are then outstanding), the Company shall make a
pro rata allocation of the shares remaining
available for option grant in as uniform a
manner as shall be practicable and as it shall
determine to be equitable. In such event, the
Company shall give written notice of such
reduction of the number of shares subject to the
option to each Employee affected thereby and
shall similarly reduce the rate of payroll
deductions, if necessary.
(b) The participant will have no interest or
voting right in shares covered by his option
until such option has been exercised.
(c) Shares to be delivered to a participant
under the Plan will be registered in the name of
the participant or in the name of the
participant and his spouse.
13. Administration. The Plan shall be administered by the Board of
the Company or a committee of members of the Board appointed by the
Board. The administration, interpretation or application of the Plan by
the Board or its committee shall be final, conclusive and binding upon
all participants. Members of the Board who are eligible Employees are
permitted to participate in the Plan, provided that:
(a) Members of the Board who are eligible to
participate in the Plan may not vote on any
matter affecting the administration of the Plan
or the grant of any option pursuant to the Plan.
(b) If a Committee is established to
administer the Plan, no member of the Board who
is eligible to participate in the Plan may be a
member of the Committee.
14. Designation of Beneficiary.
(a) A participant may file a written
designation of a beneficiary who is to receive
any shares and cash, if any, from the
participant's account under the Plan in the
event of such participant's death subsequent to
the end of the offering period but prior to
delivery to him of such shares and cash. In
addition, a participant may file a written
designation of a beneficiary who is to receive
any cash from the participant's
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<PAGE>
account under the Plan in the event of such
participant's death prior to the Exercise Date
of the offering period.
(b) Such designation of beneficiary may be
changed by the participant at any time by
written notice. In the event of the death of a
participant and in the absence of a beneficiary
validly designated under the Plan who is living
at the time of such participant's death, the
Company shall deliver such shares and/or cash to
the executor or administrator of the estate of
the participant, or if no such executor or
administrator has been appointed (to the
knowledge of the Company), the Company, in its
discretion, may deliver such shares and/or cash
to the spouse or to any one or more dependents
or relatives of the participant, or if no
spouse, dependent or relative is known to the
Company, then to such other person as the
Company may designate.
15. Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an
option or to receive shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than by
will, the laws of descent and distribution or as provided in Section 14
hereof) by the participant. Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw funds in
accordance with Section 10.
16. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such
payroll deductions.
17. Reports. Individual accounts will be maintained for each
participant in the Plan. Statements of account will be given to
participating Employees promptly following the Exercise Date, which
statements will set forth the amounts of payroll deductions, the per
share purchase price, the number of shares purchased and the remaining
cash balance, if any.
18. Adjustments Upon Changes in Capitalization. Subject to any
required action by the shareholders of the Company, the number of
shares of Common Stock covered by each option under the Plan which has
not yet been exercised and the number of shares of Common Stock which
have been authorized for issuance under the Plan but have not yet been
placed under option (collectively, the "Reserves"), as well as the
price per share of Common Stock covered by each option under the Plan
which has not yet been exercised, shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other
increase or decrease in the number of shares of Common Stock effected
without receipt of consideration by the Company;
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<PAGE>
provided, however, that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration". Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issue by the Company of shares
of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock
subject to an option.
In the event of the proposed dissolution or liquidation of the Company,
the offering period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, each option under the
Plan shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary (of such successor corporation,
unless the Board determines, in the exercise of its sole discretion and in lieu
of such assumption or substitution, that the participant shall have the right to
exercise the option as to all of the optioned stock, including shares as to
which the option would not otherwise be exercisable. If the Board makes an
option fully exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Board shall notify the participant that the option
shall be fully exercisable for a period of thirty (30) days from the date of
such notice, and the option will terminate upon the expiration of such period.
The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Common Stock covered by each outstanding option, in the event that
the Company effects one or more reorganizations, recapitalizations, rights
offerings or other increases or reductions of shares of its outstanding Common
Stock, and in the event of the Company being consolidated with or merged into
any other corporation.
19. Amendment or Termination. The Board of Directors of the
Company may at any time terminate or amend the Plan. Except as provided
in Section 18, no such termination can affect options previously
granted, nor may an amendment make any change in any option theretofore
granted which adversely affects the rights of any participant, nor may
an amendment be made without prior approval of the shareholders of the
Company (obtained in the manner described in Section 21) if such
amendment would:
a. Increase the number of shares that may be issued
under the Plan;
b. Permit payroll deductions at a rate in excess of ten
percent (10%) of the participant's Compensation;
c. Change the designation of the employees (or class of
employees) eligible for participation in the Plan; or
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<PAGE>
d. Constitute an amendment for which shareholder
approval is required in order to comply with Rule 16b-3 (or
any successor rule) promulgated under the Securities Exchange
Act of 1934, as amended (the "Act").
20. Notices. All notices or other communications by a participant
to the Company under or in connection with the Plan shall be deemed to
have been duly given when received in the form specified by the Company
at the location, or by the person, designated by the Company for the
receipt thereof.
21. Shareholder Approval. Continuance of the Plan shall be subject
to approval by the shareholders of the Company in accordance with
applicable state law within twelve (12) months before or after the date
the Plan is adopted. Any required approval of the share holders of the
Company shall be:
a. (1) solicited substantially in accordance with
Section 14(a) of the Act and the rules and regulations
promulgated thereunder, or (2) solicited after the Company has
furnished in writing to the holders entitled to vote
substantially the same information concerning the Plan as that
which would be required by the rules and regulations in effect
under Section 14(a) of the Act at the time such information is
furnished; and
b. obtained at or prior to the first annual meeting of
shareholders held subsequent to the first registration of
Common Stock under Section 12 of the Act.
22. Conditions Upon Issuance of Shares. Shares shall not be issued
with respect to an option unless the exercise of such option and the
issuance and delivery of such shares pursuant thereto shall comply with
all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon
which the shares may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such
compliance.
As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.
23. Term of Plan. The Plan shall become effective upon the earlier
to occur of its adoption by the Board of Directors or its approval by
the shareholders of the Company as described in Section 21. It shall
continue in effect for a term of twenty (20) years unless sooner
terminated under Section 19.
-10-
<PAGE>
SIGMA DESIGNS, INC.
EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
______ Original Application Offering Date:_________
______ Change in Payroll Deduction Rate
______ Change of Beneficiary (ies)
1. _________________________________ hereby elects to participate in the Sigma
Designs, Inc. Employee Stock Purchase Plan (the "Stock Purchase Plan") and
subscribes to purchase shares of the Company's Common Stock, without par value,
in accordance with this Subscription Agreement and the Stock Purchase Plan.
2. I hereby authorize payroll deductions from each paycheck in the amount of
$_______ (which equals __% of my base Compensation as of the payday immediately
preceding the Offering Date) in accordance with the Stock Purchase Plan.
3. I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock, without par value, at the applicable
purchase price determined in accordance with the Stock Purchase Plan. I further
understand that, except as otherwise set forth in the Stock Purchase Plan,
shares will be purchased for me automatically on the Exercise Date of the
offering period unless I otherwise withdraw from the Stock Purchase Plan by
giving written notice to the Company for such purpose.
4. I have received a copy of the Company's most recent prospectus which
describes the Stock Purchase Plan and a copy of the complete "Sigma Designs,
Inc. Employee Stock Purchase Plan." I understand that my participation in the
Stock Purchase Plan is in all respects subject to the terms of the Plan.
5. Shares purchased for me under the Stock Purchase Plan should be issued in the
name(s) of:
- -------------------------------------------------------------------------------
6. I understand that if I dispose of any shares received by me pursuant to the
Plan within 2 years after the Offering Date (the first day of the offering
period during which I purchased such shares) or within 6 months after the date
on which such shares were transferred to me, I may be treated for federal income
tax purposes as having received ordinary income at the time of such disposition
in an amount equal to the excess of the fair market value of the shares at the
time such shares were transferred to me over the price which I paid for the
shares. I hereby agree to notify the Company in writing within 30 days after the
date of any such disposition. However, if I dispose of such shares at any time
after the expiration of the 2-year and 6-month holding periods, I understand
that I will be treated for federal income, tax purposes as having received
income only at the time of such
<PAGE>
disposition, and that such income will be taxed as ordinary income only to the
extent of an amount equal to the lesser of (1) the excess of the fair market
value of the shares at the time of such disposition over the purchase price
which I paid for the shares under the option, or (2) the excess of the fair
market value of the shares over the option price, measured as if the option had
been exercised on the offering Date. The remainder of the gain, if any,
recognized on such disposition will be taxed as capital gains.
7. I hereby agree to be bound by the terms of the Stock Purchase Plan. The
effectiveness of this Subscription Agreement is dependent upon my eligibility to
participate in the Stock Purchase Plan.
8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the Stock
Purchase Plan:
NAME: (Please print)___________________________________________________________
(First) (Middle) (Last)
_______________________________ ___________________________
Relationship
___________________________
(Address)
NAME: (Please print)___________________________________________________________
(First) (Middle) (Last)
________________________________ ___________________________
Relationship
___________________________
(Address)
Date:___________________________ ___________________________
(Signature of Employee)
EXHIBIT 5.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI,
PROFESSIONAL CORPORATION]
August 13, 1998
Sigma Designs, Inc.
46501 Landings Parkway
Fremont, CA 94538
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 August 14, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 100,000 shares of your Common Stock
reserved for issuance under the 1984 Employee Stock Purchase Plan (the "Plan").
As your legal counsel, we have examined the proceedings taken and are familiar
with the proceedings proposed to be taken by you in connection with the sale and
issuance of such Common Stock under the Plans.
It is our opinion that, when issued and sold in the respective manners
referred to in the Plan and pursuant to the agreements which accompany the Plan,
the Common Stock issued and sold thereby 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, including any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
EXHIBIT 23.1
Independent Auditors' Consent
We consent to the incorporation by reference in the Registration
Statement of Sigma Designs, Inc. on Form S-8 of our report dated February 26,
1998, appearing in the Annual Report on Form 10- K of Sigma Designs, Inc. for
the year ended January 31, 1998.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
San Jose, California
August 7, 1998
