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As filed with the Securities and Exchange Commission on December 11, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIASAT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0174996
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2290 COSMOS COURT
CARLSBAD, CALIFORNIA 92009
(760) 438-8099
(Address of principal executive offices, including
zip code, and telephone number)
THE 1996 EQUITY PARTICIPATION PLAN OF VIASAT, INC.
(Full title of the plan)
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Copies to:
MARK D. DANKBERG THOMAS A. EDWARDS, ESQ.
CHAIRMAN, PRESIDENT AND LATHAM & WATKINS
CHIEF EXECUTIVE OFFICER 701 "B" STREET, SUITE 2100
2290 COSMOS COURT SAN DIEGO, CALIFORNIA 92101
CARLSBAD, CALIFORNIA 92009 (619) 236-1234
(760) 438-8099
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) Per Share Price Fee
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Common Stock, $.0001 par value 500,000 $9.8125(2) $4,906,250 $1,364
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(1) Covers 500,000 additional shares available for issuance under The 1996
Equity Participation Plan of ViaSat, Inc. (the "1996 Equity
Participation Plan"), pursuant to an amendment of the 1996 Equity
Participation Plan approved by the stockholders of the registrant on
September 2, 1998. The 1996 Equity Participation Plan authorizes the
issuance of a maximum of 1,250,000 shares. However, the offer and sale
of 750,000 shares under the 1996 Equity Participation Plan, which have
been or may be issued upon exercise of options, awards or other rights
under such plan, have previously been registered pursuant to Form S-8
Registration Statement No. 333-21113.
(2) Pursuant to Rule 457(h), for all shares of common stock being
registered hereunder with an exercise price which cannot be presently
determined (500,000 shares of common stock under the 1996 Equity
Participation Plan), the Proposed Maximum Offering Price Per Share is
based on the average of the high and low prices for the Company's
common stock as reported on the Nasdaq National Market on December 9,
1998.
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This Registration Statement on Form S-8 registers the offer and sale of
an additional 500,000 shares of common stock of ViaSat, Inc. (the "Company") for
issuance under the 1996 Equity Participation Plan. In accordance with
Instruction E to Form S-8, the contents of the prior Registration Statement File
No. 333-21113 are hereby incorporated by reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates the following documents in this
Registration Statement by reference:
1. Annual Report on Form 10-K for the fiscal year ended March 31,
1998 filed with the Securities and Exchange Commission (the
"Commission") on June 29, 1998;
2. Quarterly Report on Form 10-Q for the quarter ended June 30,
1998, filed with the Commission on August 14, 1998;
3. Quarterly Report on Form 10-Q for the quarter ended September
30, 1998, filed with the Commission on November 6, 1998;
4. All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the filing of the Annual Report on Form 10-K; and
5. Description of the Company's common stock contained in the
Company's Registration Statement on Form 8-A, filed with the
Commission on November 20, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date this Registration Statement
is filed with the Commission 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 a part of it
from the respective dates of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS.
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5.1 Opinion of Latham & Watkins.
23.1 Consent of Independent Accountants.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page hereto).
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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 Carlsbad, State of California, on December 10, 1998.
ViaSat, Inc.
By:/s/ MARK D. DANKBERG
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Mark D. Dankberg
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
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. Each person whose signature appears below
authorizes Mark D. Dankberg and Gregory D. Monahan, and either of them, with
full power of substitution and resubstitution, his true and lawful
attorneys-in-fact, for him in any and all capacities, to sign any amendments
(including post-effective amendments or supplements) to this Registration
Statement and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Commission.
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Signature Title Date
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/s/ MARK D. DANKBERG Chairman, President and Chief Executive December 10, 1998
- ---------------------------- Officer (Principal Executive Officer)
Mark D. Dankberg
/s/ GREGORY D. MONAHAN Vice President, Chief Financial Officer December 10, 1998
- ---------------------------- and General Counsel (Principal
Gregory D. Monahan Financial Officer and Principal
Accounting Officer)
/s/ JAMES F. BUNKER Director December 10, 1998
- ----------------------------
James F. Bunker
/s/ ROBERT W. JOHNSON Director December 10, 1998
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Robert W. Johnson
/s/ B. ALLEN LAY Director December 10, 1998
- ----------------------------
B. Allen Lay
/s/ JEFFREY M. NASH Director December 10, 1998
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Jeffrey M. Nash
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EXHIBIT INDEX
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EXHIBIT
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5.1 Opinion of Latham & Watkins.*
23.1 Consent of Independent Accountants.*
23.2 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).*
24.1 Power of Attorney (included on signature page hereto).*
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* Filed herewith.
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EXHIBIT 5.1
OPINION OF LATHAM & WATKINS
December 11, 1998
ViaSat, Inc.
2290 Cosmos Court
Carlsbad, California 92009
Re: Form S-8 Registration Statement; 500,000 Shares of Common
Stock
Ladies and Gentlemen:
In connection with the registration by ViaSat, Inc., a
Delaware corporation (the "Company"), of 500,000 shares of common stock, par
value $.0001 per share (the "Shares"), of the Company to be issued pursuant to
The 1996 Equity Participation Plan of ViaSat, Inc. (the "1996 Plan") under the
Securities Act of 1933, as amended (the "Act"), on a Registration Statement on
Form S-8 filed with the Securities and Exchange Commission on December 11, 1998
(as amended from time to time, the "Registration Statement"), you have requested
our opinion with respect to the matters set forth below.
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares, and for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed. In addition, we have
made such legal and factual examinations and inquiries, including an examination
of originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
We are opining herein as to the effect on the subject
transaction only of the General Corporation Law of the State of Delaware, and we
express no opinion with respect to the applicability thereto, or the effect
thereon, of the laws of any other jurisdiction or any other laws, or as to any
matters of municipal law or the laws of any other local agencies within the
state.
Subject to the foregoing, it is our opinion that as of the
date hereof the Shares have been duly authorized, and, upon the issuance of and
payment for the Shares in accordance
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with the terms set forth in the 1996 Plan, the Shares will be validly issued,
fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 13, 1998 appearing on page F-1 of
ViaSat, Inc.'s Annual Report on Form 10-K for the year ended March 31, 1998.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
San Diego, California
December 10, 1998
