<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 5, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SILICON STORAGE TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
CALIFORNIA 77-0225590
(State of Incorporation) (I.R.S. Employer
Identification No.)
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1171 SONORA COURT
SUNNYVALE, CALIFORNIA 94086
PHONE: (408) 735-9110
(Address of principal executive offices)
1995 EQUITY INCENTIVE PLAN
(Full title of the plan)
BING YEH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
1171 SONORA COURT
SUNNYVALE, CALIFORNIA 94086
PHONE: (408) 735-9110
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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COPIES TO:
MARK P. TANOURY, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CA 94036
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common stock, no par value (together
with associated preferred stock
purchase rights).................. 3,000,000 shares $24.59375 $73,781,250 $19,479
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(1) This Registration Statement shall cover any additional shares of Common
Stock which become issuable under the plan set forth herein by reason of any
stock dividend, stock split, recapitalization or any other similar
transaction without receipt of consideration which results in an increase in
the number of shares of the Registrant's outstanding Common Stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as
amended (the "Act"). The price per share and aggregate offering price are
based the average of the high and low prices of the Registrant's Common
Stock as reported on the Nasdaq Stock Market for October 3, 2000 (pursuant
to Rule 457(c) under the Act).
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following Registration Statement on Form S-8, filed by the Registrant
with the Securities and Exchange Commission on December 5, 1995, SEC File No.
33-97802 and March 23, 2000, SEC File No. 333-33130, are incorporated by
reference into this Registration Statement.
EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
--------------------- -----------------------
<C> <S>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
99.1 1995 Equity Incentive Plan, as amended.
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2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Sunnyvale, State of California, on October 5, 2000.
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<S> <C> <C>
SILICON STORAGE TECHNOLOGY, INC.
By: /s/ BING YEH
-----------------------------------------
Bing Yeh
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 constitutes and appoints Bing Yeh and Jeffrey L. Garon, and each or any
one of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-
effective 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 said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, 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.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ BING YEH President, Chief Executive Officer
------------------------------------ and Director (PRINCIPAL EXECUTIVE October 5, 2000
Bing Yeh OFFICER)
Vice President Finance &
/s/ JEFFREY L. GARON Administration, Chief Financial
------------------------------------ Officer and Secretary (PRINCIPAL October 5, 2000
Jeffrey L. Garon FINANCIAL AND ACCOUNTING OFFICER)
------------------------------------ Director
Yasushi Chikagami
/s/ RONALD CHWANG
------------------------------------ Director October 5, 2000
Ronald Chwang
/s/ YAW WEN HU
------------------------------------ Director October 5, 2000
Yaw Wen Hu
/s/ TSUYOSHI TAIRA
------------------------------------ Director October 5, 2000
Tsuyoshi Taira
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3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
--------------------- -----------------------
<C> <S>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
99.1 1995 Equity Incentive Plan, as amended.
</TABLE>
4
