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As filed with the Securities and Exchange Commission on August 7, 2000
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
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HARMONIC INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 549 Baltic Way 77-0201147
(State or other jurisdiction of Sunnyvale, California 94089 (I.R.S. Employer
incorporation or organization) (408) 542-2500 Identification Number)
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(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
C-CUBE Microsystems Inc. 1998 Employee Stock Purchase Plan
C-CUBE Microsystems Inc. 1993 Stock Plan
C-CUBE Microsystems Inc. 1994 Stock Plan
C-CUBE Microsystems Inc. SSOP Stock Option Plan
Harmonic Inc. 1995 Employee Stock Purchase Plan
Harmonic Inc. 1999 Nonstatutory Stock Option Plan
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Anthony J. Ley
Chairman of the Board of Directors, President and Chief Executive Officer
HARMONIC INC.
549 Baltic Way
Sunnyvale, California 94089
(408) 542-2500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copies to:
Jeffrey D. Saper, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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PROPOSED
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE (8)
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<S> <C> <C> <C> <C>
Common Stock (par value $0.001 per share) reserved for
issuance under the C-CUBE Microsystems Inc. 1998
Employee Stock Purchase Plan............................... 60,000 $ 20.03(2) $ 1,201,686 $ 317.25
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Common Stock (par value $0.001 per share) reserved for
issuance under the C-CUBE Microsystems Inc. 1993 Stock
Plan....................................................... 1,200 $ 21.58(3) $ 25,896 $ 6.84
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Common Stock (par value $0.001 per share) reserved for
issuance under the C-CUBE Microsystems Inc. 1994 Stock
Plan....................................................... 2,330,000 $ 39.80(4) $ 92,335,000 $ 24,376.44
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Common Stock (par value $0.001 per share) reserved for
issuance under the C-CUBE Microsystems Inc. SSOP Stock
Option Plan................................................ 410,000 $ 24.20(5) $ 9,922,000 $ 2,619.41
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Common Stock (par value $0.001 per share) reserved for
issuance under the Harmonic Inc. 1995 Employee Stock
Purchase Plan.............................................. 1,600,000 $ 19.44(6) $ 31,104,000 $ 8,211.46
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Common Stock (par value $0.001 per share) reserved for
issuance under the Harmonic Inc. 1999 Nonstatutory Stock 25,760 31.56(7) 812,985 214.63
Option Plan................................................ 1,974,240 $ 22.88(7) $ 45,170,611 $ 11,925.04
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Totals.................................................... 6,401,200 $ 180,572,178 $ 47,671.07
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(1) Represents the number of shares of the Registrant's Common Stock which
may be issued to the Registrant's employees in the form of incentive stock
options pursuant to the C-CUBE Microsystems Inc., 1993 Stock Plan (the "1993
Plan"), C-CUBE Microsystems Inc., 1994 Stock Plan (the "1994 Plan") and C-CUBE
Microsystems Inc., SSOP Stock Option Plan (the "SSOP Plan"), the C-CUBE
Microsystems Inc. 1998 Employee Stock Purchase Plan (the "ESPP"), the Harmonic
Inc. 1995 Employee Stock Purchase Plan (the "Harmonic ESPP") and the Harmonic
Inc. 1999 Nonstatutory Stock Option Plan (the "99NQ Plan"). Pursuant to Rule
416(a), this Registration Statement shall also cover any additional shares of
the Registrant's Common Stock that become issuable under the aforementioned
plans by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration that increases
the number of the Registrant's outstanding shares of Common Stock.
(2) The Proposed Maximum Offering Price Per Share is calculated
pursuant to Rule 457(h) under the Act, and as such, is based upon the exercise
prices of each outstanding option under the ESPP. The weighted average exercise
price of the shares subject to outstanding options under the ESPP is $20.03 per
share.
(3) The Proposed Maximum Offering Price Per Share is calculated pursuant
to Rule 457(h) under the Act, and as such, is based upon the exercise prices of
each outstanding option under the 1993 Plan. The weighted average exercise price
of the shares subject to outstanding options under the 1993 Plan is $21.58 per
share.
(4) The Proposed Maximum Offering Price Per Share is calculated pursuant
to Rule 457(h) under the Act, and as such, is based upon the exercise prices of
each outstanding option under the 1994 Plan. The weighted average exercise price
of the shares subject to outstanding options under the 1994 Plan is $39.80 per
share.
(5) The Proposed Maximum Offering Price Per Share is calculated pursuant
to Rule 457(h) under the Act, and as such, is based upon the exercise prices of
each outstanding option under the SSOP Plan. The weighted average exercise price
of the shares subject to outstanding options under the SSOP Plan is $24.20 per
share.
(6) The Proposed Maximum Offering Price Per Share is calculated pursuant
to Rule 457(c), and, as such, is determined to be 85% of the average between the
high and low of the Registrant's Common Stock as reported on the Nasdaq Stock
Market as of August 1, 2000, or $19.44.
(7) The Proposed Maximum Offering Price Per Share is calculated, in part,
pursuant to Rule 457(h) under the act, and as such, is based upon the exercise
prices of each outstanding option under the 99NQ Plan. The weighted average
exercise price of the shares subject to outstanding options under the 99NQ Plan
is $31.56 per share. With respect to those shares available for future grant
under the 99NQ Plan, the offering price per share is calculated pursuant to Rule
457(c), and as such, is determined to be the average between the high and low of
the Registrant's Common Stock as reported on The Nasdaq Stock Market as of
August 1, 2000, or $22.88.
(8) Amount of Registration Fee was calculated pursuant to Section 6(b) of
the Securities Act of 1933, which states that the fee shall be "$264 per $1
million" of the maximum aggregate price at which such securities are proposed
to be offered. The Registration Fee is therefore calculated by multiplying the
aggregate offering or sales amount by 0.000264.
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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:
(a) The Registrant's Annual Report on Forms 10-K and 10-K/A filed on March
30, 2000 and May 15, 2000, respectively, for the year ended December 31, 1999
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act, as
amended (the "Exchange Act").
(b) The Registrant's quarterly report on Form 10-Q for the quarter ended
March 31, 2000 filed pursuant to Section 13(a) or 15(d) of the Exchange Act.
(c) The Registrant's Amended Current Report on Forms 8-K and 8-K/A filed
on May 4, 2000 and July 17, 2000, respectively.
(d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated April 6, 1995, filed
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended,
including any amendment or report filed for the purpose of updating such
description.
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 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.
Section 145 of the Delaware General Corporations Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. Article
VI of the Company's Bylaws provides for the mandatory indemnification of its
directors, officers, employees and other agents to the maximum extent permitted
by Delaware General Corporation Law, and the Company has entered into agreements
with its officers, directors and certain key employees implementing such
indemnification.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to the legality of securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5. 1).
24.1 Power of Attorney (see page 11-4).
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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's Bylaws, indemnification
agreements, 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
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Harmonic Inc., a Delaware corporation, 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 Sunnyvale, State of
California, on August 7, 2000.
HARMONIC INC.
By: /s/ Anthony J. Ley
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Anthony J. Ley, Chairman of the Board,
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Anthony J. Ley and Robin N.
Dickson, jointly and severally, his attorneys-in-fact, each with full 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
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:
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SIGNATURE TITLE DATE
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<S> <C> <C>
Chairman of the Board, President and Chief
/s/ Anthony J. Ley Executive Officer (Principal Executive August 7, 2000
-------------------------------- Officer
Anthony J. Ley
/s/ Robin N. Dickson Chief Financial Officer (Principal August 7, 2000
-------------------------------- Financial and Accounting Officer)
Robin N. Dickson
/s/ E. Floyd Kvamme Director August 7, 2000
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E. Floyd Kvamme
/s/ David A. Lane Director August 7, 2000
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David A. Lane
/s/ Barry D. Lemieux Director August 7, 2000
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Barry D. Lemieux
/s/ Moshe Nazarathy Director August 7, 2000
--------------------------------
Moshe Nazarathy
/s/ Michel L. Vaillaud Director August 7, 2000
--------------------------------
Michel L. Vaillaud
/s/ Baryn S. Futa Director August 7, 2000
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Baryn S. Futa
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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EXHIBITS
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Registration Statement on Form S-8
Harmonic Inc.
August 7, 2000
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INDEX TO EXHIBITS
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EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to the
legality of securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5. 1).
24.1 Power of Attorney (see page 11-4).
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