As filed with the Securities and Exchange Commission on March 29, 2000
Registration No. 333-------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RAMTRON INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 84-0962308
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1850 Ramtron Drive, Colorado Springs, Colorado 80921 (719) 481-7000
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(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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1995 STOCK OPTION PLAN
1999 STOCK OPTION PLAN
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(Full titles of the plans)
L. DAVID SIKES
Chief Executive Officer
Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, Colorado 80921
(719) 481-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
JOHN A. ST. CLAIR, ESQ.
Coudert Brothers
950 Seventeenth Street, Suite 1800
Denver, Colorado 80202
(303) 607-0888
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
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Title of Amount of Proposed Proposed Amount of
Securities Shares to be Maximum Maximum Registration
to be Registered Registered Offering Price Aggregate Fee
Per Share Offering Price
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Common Stock
$.01 par value 1,200,000(1)(3) $20.594(4) $24,712,800(4) $ 6,524
Common Stock
$.01 par value 700,000(2)(3) $20.594(4) $14,415,800(4) $ 3,806
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Total $10,330
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(1) Includes 1,200,000 shares of our Common Stock ("Common Stock") issuable
upon the exercise of options granted or to be granted pursuant to our
1995 Stock Option Plan, as amended.
(2) Includes 700,000 shares of Common Stock issuable upon the exercise of
options granted or to be granted pursuant to our 1999 Stock Option Plan.
(3) Pursuant to Rule 416, there are also being registered such additional
shares of Common Stock as may become issuable as a result of the
antidilution provisions applicable to the options which are exercisable
for the Common Stock registered hereunder.
(4) Estimated pursuant to Rule 457(h) solely for the purpose of determining
the amount of the registration fee based on the average of the high and
low reported sale prices of a share of the Registrant's Common Stock as
reported by The Nasdaq SmallCap Market on March 28, 2000 (i.e., $20.594).
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus prepared in accordance with Part I hereof also relates to shares of
Common Stock previously registered under a Registration Statement on Form S-8
(Registration No. 333-122265).
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Part I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Items 1 and 2 of
Part I of Form S-8 will be sent or given to plan participants as specified in
Rule 428(b)(1) and, in accordance with the instructions to Part I, are not
filed with the Commission as part of this Registration Statement.
Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 Incorporation of Documents by Reference.
The following documents and information previously filed with the Securities
and Exchange Commission are hereby incorporated by reference in this
Registration Statement:
Item 3(a) Our Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
Item 3(b) Current Report on Form 8-K filed with the Commission on
February 18, 2000.
Item 3(c) Current Report on Form 8-K filed with the Commission on
March 17, 2000.
Item 3(d) Item 11 of our Registration Statement on Form 10, as amended
(Registration No. 0-17739), filed with the Commission on May 5,
1989 pursuant to Section 12 of the Securities Exchange Act of
1934.
All documents that we subsequently file pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, 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 such documents.
Item 4 Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
We have adopted provisions in our Certificate of Incorporation that limit the
liability of our directors to the fullest extent permitted by the Delaware
General Corporation Law for monetary damages arising from a breach of their
fiduciary duty as directors. Such limitation does not affect such liability:
(i) for any breach of a director's duty of loyalty to Ramtron or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174
of the Delaware General Corporation Law; or (iv) for any transaction from
which a director derived an improper personal benefit.
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Our Bylaws also provide that we shall indemnify our directors and officers to
the fullest extent permitted by Delaware law, including circumstances in which
indemnification is otherwise discretionary under Delaware law. We also
maintain on behalf of our directors and officers insurance protection against
certain liabilities arising out of the discharge of their duties.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number
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5.1 Opinion of Coudert Brothers
10.1 1995 Stock Option Plan(1)
10.2 Amendment No. 1 to 1995 Stock Option Plan, dated October 26, 1996.(2)
10.3 Amendment No. 2 to 1995 Stock Option Plan, dated December 22,
1999.(3)
10.4 1999 Stock Option Plan.(3)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Coudert Brothers (included in Exhibit 5.1)
24.1 Power of Attorney (see page 7 of this Registration Statement)
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(1) Incorporated by reference to our Registration Statement on Form S-1
(Registration No. 33-99898), as filed with the Commission on
December 1, 1995.
(2) Incorporated by reference to our Annual Report on Form 10-K
(Commission File No. 0-17739) for the year ended December 31, 1996 filed
with the Commission on March 26, 1997.
(3) Incorporated by reference to our Annual Report on Form 10-K
(Commission File No. 0-17739) for the year ended December 31, 1999 filed
with the Commission on March 29, 2000.
Item 9. Undertakings.
Ramtron 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;
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(ii) To reflect in the prospectus any facts or events arising after the
effective date of this 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 this registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
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 (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the SEC by Ramtron 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, each 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.
(4) 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) (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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.
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(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling
persons pursuant to the provisions described in Item 6 of this
registration statement, or otherwise, we have been advised that in the
opinion of the 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 our
payment of expenses incurred or paid by one of our directors, officers or
controlling persons 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, we will, unless in
the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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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 Colorado Springs, Colorado, on March 29, 2000.
RAMTRON INTERNATIONALCORPORATION
By: /S/ L. David Sikes
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L. David Sikes
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints L. David Sikes and Greg B. Jones, or either of
them, his attorneys-in-fact and agents, each with full power of substitution
for him and in his name, place and stead, in any and all capacities, to sign
any or all 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 each of said attorneys-
in-fact and agents full power and authority to do so and perform each and
every act and thing requisite and necessary to be done in connection with this
Registration Statement, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that either of said
attorneys-in-fact and agents, or his substitute or substitutes, 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/ L. David Sikes Chairman and Chief 3-29-00
- --------------------------- Executive Officer
L. David Sikes
/S/ Greg B. Jones Director, President and 3-29-00
- --------------------------- Chief Operating Officer
Greg B. Jones
/S/ William G. Howard
- --------------------------- Director 3-29-00
William G. Howard
/S/ Albert J. Hugo-Martinez
- --------------------------- Director 3-29-00
Albert J. Hugo-Martinez
/S/ Eric A. Balzer
- --------------------------- Director 3-29-00
Eric A. Balzer
/S/ LuAnn D. Hanson Acting Chief Financial Officer 3-29-00
- --------------------------- and Vice President of Finance
LuAnn D. Hanson
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EXHIBIT INDEX
Sequentially
Numbered
Number Description Page
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5.1 Opinion of Coudert Brothers 9
23.1 Consent of Arthur Andersen LLP 11
23.2 Consent of Coudert Brothers (included in Exhibit 5.1)
24.1 Power of Attorney (see page 7 of this Registration
Statement) 12
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March 29, 2000
Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, Colorado 80921
Re: Ramtron International Corporation - Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as securities counsel for Ramtron International Corporation
(the "Company"), in connection with the preparation of a registration
statement on Form S-8 (the "Registration Statement"), under the Securities
Act of 1933, as amended (the "Securities Act"), being filed with the
Securities and Exchange Commission (the "Commission") on March 29, 2000, to
register 1,900,000 shares of the Company's common stock, par value $0.01 per
share (the "Option Shares"). Included in the 1,900,000 Option Shares are
(i) 1,200,000 Option Shares issuable upon the exercise of options granted or
to be granted pursuant to the Company's 1995 Stock Option Plan, as amended
(the "1995 Plan") and (ii) 700,000 Option Shares issuable upon exercise of
options granted or to be granted pursuant to the Company's 1999 Stock Option
Plan (the "1999 Plan").
In connection with the preparation of the Registration Statement and the
proposed issuance and sale of the Option Shares in accordance with the 1995
Plan and the Form S-8 prospectus to be delivered to participants in the 1995
Plan and with the 1999 Plan and the Form S-8 prospectus to be delivered to
participants in the 1999 Plan, we have made certain legal and factual
examinations and inquiries and examined, among other things, such documents,
records, instruments, agreements, certificates and matters as we have
considered appropriate and necessary for the rendering of this opinion. We
have assumed for the purpose of this opinion the authenticity of all
documents submitted to us as originals and the conformity with the originals
of all documents submitted to us as copies, and the genuineness of the
signatures thereon. As to various questions of fact material to this
opinion, we have, when relevant facts were not independently established,
relied, to the extent deemed proper by us, upon certificates and statements
of officers and representatives of the Company.
Based on the foregoing and in reliance thereon, it is our opinion that the
Option Shares have been duly authorized and when the Option Shares are issued
and sold in accordance with the 1995 Plan and the Form S-8 prospectus for the
1995 Plan or with the 1999 Plan and the Form S-8 prospectus for the 1999 Plan
prepared in connection with the Registration Statement, the Option Shares
will be legally issued, fully paid and nonassessable.
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We hereby consent to the inclusion of our opinion as Exhibit 5.1 to the
Registration Statement and further consent to the references to this firm in
the Registration Statement. In giving this consent, we do not hereby admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Commission thereunder.
Very truly yours,
/S/ Coudert Brothers
COUDERT BROTHERS
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 4, 2000
included in Ramtron International Corporation's Form 10-K for the year ended
December 31, 1999 and to all references to our Firm included in this
registration statement.
/S/ Arthur Andersen LLP
Denver, Colorado,
March 29, 2000
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See Page 7 of this Registration Statement
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