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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2000
REGISTRATION NO. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4MEF
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 3663 77-0201147
(State or other jurisdiction of (Primary Standard (I.R.S. Employer Identification Number)
incorporation or organization) Industrial Classification
Code Number)
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549 BALTIC WAY, SUNNYVALE, CA 94089
(408) 542-2500
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
ANTHONY J. LEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HARMONIC INC.
549 BALTIC WAY, SUNNYVALE, CA 94089
(408) 542-2500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
WITH COPIES TO:
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LAWRENCE CALOF, ESQ. LARRY W. SONSINI, ESQ.
STAN SZE, ESQ. KELLY BOYD, ESQ.
GIBSON, DUNN & CRUTCHER LLP WILSON, SONSINI, GOODRICH & ROSATI
1530 PAGE MILL ROAD PROFESSIONAL CORPORATION
PALO ALTO, CA 94304-1125 650 PAGE MILL ROAD
(650) 849-5300 PALO ALTO, CA 94304-1050
(650) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT WHICH
RELATES TO THE ISSUANCE OF COMMON STOCK OF HARMONIC INC. IN THE MERGER OF C-CUBE
MICROSYSTEMS INC. INTO HARMONIC INC. PURSUANT TO AN AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF DECEMBER 9, 1999.
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If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, please check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-33148
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE REGISTERED AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF BE REGISTERED(1) PER SHARE OFFERING PRICE(2) REGISTRATION FEE(2)
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Common Stock, $.001 par value...... 1,628,775 N/A $31,783,174 $8,391
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(1) The Registrant, Harmonic Inc. ("Harmonic") and C-Cube Microsystems Inc.
("C-Cube Microsystems"), previously filed a joint proxy/registration
statement on Form S-4 (Commission File No. 333-33148) to cover 25,371,225
shares (the "Initial Shares") of Harmonic's common stock, $.001 par value
("Harmonic Common Stock"), issuable in connection with the merger of C-Cube
Microsystems into Harmonic. Harmonic is filing this registration statement
on Form S-4MEF pursuant to Rule 462(b) with respect to an additional
1,628,775 shares of Harmonic Common Stock issuable in connection with the
merger based on an increase in the estimated number of shares of common
stock of C-Cube Microsystems outstanding at closing.
(2) At the exchange ratio of 0.5427, 3,001,244 shares of C-Cube Microsystems
common stock would be cancelled in the transaction in exchange for the
additional 1,628,775 shares of Harmonic Common Stock registered hereby. The
Proposed Maximum Aggregate Offering Price and the Amount of Registration
Fee are based on this number of shares of C-Cube Microsystems common stock
and, pursuant to Rule 457(f) under the Securities Act of 1933, as amended,
the book value of such securities computed as of the latest practicable
date prior to the date of filing the registration statement in the amount
of $10.59. Harmonic previously paid a registration fee of $513,442 in
connection with the registration of the Initial Shares. In accordance with
Rule 457(a), the shares of C-Cube Microsystems common stock that would be
cancelled in the transaction in exchange for the Initial Shares have been
excluded from the calculation of the amount of the registration fee payable
in connection with this registration statement.
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Explanatory Note and Incorporation of Information by Reference
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and relates to the offering of shares of
common stock of Harmonic Inc. ("Harmonic") in connection with its acquisition of
C-Cube Microsystems Inc. as described in the joint proxy/registration statement
on Form S-4, Registration No. 333-33148, as amended (the "Prior Registration
Statement"). This Registration Statement is being filed to register an
additional 1,628,775 shares of common stock of Harmonic for issuance in
connection with that acquisition. The contents of the Prior Registration
Statement, including all exhibits thereto, are hereby incorporated by reference.
EXHIBITS
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5.1 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the
securities being registered
8.1 Opinion of Gibson, Dunn & Crutcher LLP as to tax matters
8.2 Opinion of Wilson, Sonsini, Goodrich & Rosati, Professional
Corporation as to tax matters
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
23.4 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 8.1)
23.5 Consent of Wilson, Sonsini, Goodrich & Rosati, Professional
Corporation (included in Exhibit 8.2)
24 Power of Attorney (Incorporated by reference to Harmonic's
Registration Statement on Form S-4, File No. 333-33148)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Palo Alto, State of
California, on June 6, 2000.
HARMONIC INC.
By: /s/ Anthony J. Ley
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Name: Anthony J. Ley
Title: President and Chief Executive Officer
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/ Anthony J. Ley President and Chief Executive Officer June 6, 2000
-------------------------------------------- (Principal Executive Officer)
Anthony J. Ley
* Chief Financial Officer (Principal Financial June 6, 2000
-------------------------------------------- and Accounting Officer)
Robin N. Dickson
* Director June 6, 2000
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Moshe Nazarathy
* Director June 6, 2000
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E. Floyd Kvamme
* Director June 6, 2000
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David A. Lane
* Director June 6, 2000
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Barry D. Lemieux
* Director June 6, 2000
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Michel L. Vaillaud
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* By: /s/ Anthony J. Ley
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Name: Anthony J. Ley
Title: Attorney-In-Fact
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EXHIBIT INDEX
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5.1 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the
securities being registered
8.1 Opinion of Gibson, Dunn & Crutcher LLP as to tax matters
8.2 Opinion of Wilson, Sonsini, Goodrich & Rosati, Professional
Corporation as to tax matters
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
23.4 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 8.1)
23.5 Consent of Wilson, Sonsini, Goodrich & Rosati, Professional
Corporation (included in Exhibit 8.2)
24 Power of Attorney (Incorporated by reference to Harmonic's
Registration Statement on Form S-4, File No. 333-33148)
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