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Registration No. _________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRIDENT MICROSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0156584
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
189 North Bernardo Avenue
Mountain View, CA 94043
(Address of principal executive offices) (Zip code)
TRIDENT MICROSYSTEMS, INC.
1992 STOCK OPTION PLAN
1996 NONSTATUTORY STOCK OPTION PLAN
INDIVIDUAL STOCK OPTION AGREEMENTS
(Full title of the plan)
James T. Lindstrom
Vice President, Finance,
Chief Financial Officer and Secretary
Trident Microsystems, Inc.
189 North Bernardo Avenue
Mountain View, CA 94043
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 415/691-9211
This registration statement, including all exhibits and attachments, contains 11
pages. The exhibit index may be found on page 8 of the consecutively numbered
pages of the registration statement.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share(1)
price fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1992 Stock Option Plan
Common Stock 595,000 $9.875 $5,875,625.00 $2,026.09
Par Value $0.001
1996 Nonstatutory Stock Option Plan
Common Stock 1,142,000 $9.875 $11,277,250.00 $3,888.73
Par Value $0.001 358,000 $13.8932 $4,973,765.60 $1,715.10
Individual Stock Option Agreements with Millard Phelps and Leonard Y. Liu
Common Stock 10,000 $13.875 $138,750.00 $47.85
Par Value $0.001
TOTALS 2,105,000 $22,265,390.60 $7,677.77
</TABLE>
- --------
(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares subject to outstanding but unexercised options
under the 1992 Stock Option Plan and 1996 Nonstatutory Stock Option Plan, the
price is computed on the basis of the weighted average exercise price. As to the
remaining shares under these two plans, the price is based upon the average of
the high and low prices of the Common Stock on July 26, 1996, as reported on the
National Association of Securities Dealers Automated Quotations system. As to
shares subject to the individual stock option agreements with Mr. Phelps and Mr.
Liu, the price is computed on the basis of the exercise price.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Trident Microsystems, Inc. ("the Company") hereby incorporates by
reference in this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K filed pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended June 30, Commission File Number 0-20784.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the document
referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, pursuant to Section 12 of the
Exchange Act, File No. 0-20784, filed with the Securities and Exchange
Commission on October 27, 1992, effective December 15, 1992, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
The class of securities to be offered is registered under Section
12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach or
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alleged breach of the directors' "duty of care." While the relevant statute does
not change directors' duty of care, it enables corporations to limit available
relief to equitable remedies such as injunction or rescission. The statute has
no effect on directors' duty of loyalty, acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law, illegal payment
of dividends and approval of any transaction from which a director derives an
improper personal benefit.
The Company has adopted provisions in its Certificate of
Incorporation which eliminate the personal liability of its directors to the
Company and its stockholders for monetary damages for breach or alleged breach
of their duty of care. The By-Laws of the Company provide for indemnification of
its directors, officers, employees and agents to the full extent permitted by
the General Corporation Law of the State of Delaware, the Company's state of
incorporation, including those circumstances in which indemnification would
otherwise be discretionary under Delaware Law. Section 145 of the General
Corporation Law of the State of Delaware provides for indemnification in terms
sufficiently broad to indemnify such individuals, under certain circumstances,
for liabilities (including reimbursement of expenses incurred) arising under the
Securities Act.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration
statement;
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(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 (a)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant 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 of 1933, 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) Filing incorporating subsequent Exchange Act documents by reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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.
(h) Request for acceleration of effective date or filing of
registration statement on Form S-8
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 foregoing provisions, 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 of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
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such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURE
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 Mountain View, State of California, on
July 30, 1996.
TRIDENT MICROSYSTEMS, INC.
By: /s/ James T. Lindstrom
-------------------------------------
James T. Lindstrom
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POWER OF ATTORNEY
The officers and directors of Trident Microsystems, Inc. whose
signatures appear below, hereby constitute and appoint Frank C. Lin and James T.
Lindstrom, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities indicated on July 30, 1996.
<TABLE>
<CAPTION>
Signature Title
- ---------------------------------------------------------------------------------------------
<S> <C>
/s/ Frank C. Lin
- -----------------------------
Frank C. Lin President, Chief Executive Officer, and Chairman of
the Board (Principal Executive Officer)
/s/ James T. Lindstrom
- -----------------------------
James T. Lindstrom Vice President, Finance, Chief Financial Officer, and
Secretary (Principal Financial and Accounting
Officer)
/s/ Glen M. Antle
- -----------------------------
Glen M. Antle Director
/s/ Shyur-Jen Paul Chien
- -----------------------------
Shyur-Jen Paul Chien Director
- -----------------------------
Yasushi Chikagami Director
/s/ Charles A. Dickinson
- -----------------------------
Charles A. Dickinson Director
/s/ Leonard Y. Liu
- -----------------------------
Leonard Y. Liu Director
/s/ Millard Phelps
- -----------------------------
Millard Phelps Director
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT INDEX
Sequentially
Numbered Page
<S> <C> <C>
4.1 Restated Certificate of Incorporation is --
incorporated by reference to Exhibit 3.1 of the
Company's annual report on Form 10-K for the
period ending June 30, 1993, Commission File
Number 0-20784.
4.2 Bylaws of the Company are incorporated by --
reference to Exhibit 3.3 of the Company's
Registration Statement on Form S-1
(No. 33-53768; effective December 15, 1992).
5 Opinion re legality 9
23.1 Consent of Counsel (included in Exhibit 5) --
23.2 Consent of Price Waterhouse LLP 12
24 Power of Attorney (included in signature pages --
to this registration statement)
</TABLE>
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[Gray Cary Ware Freidenrich Letterhead]
EXHIBIT 5
OUR FILE NO.
1200417-903600
July 30, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: TRIDENT MICROSYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8 REGISTERING SHARES ISSUABLE UNDER THE
1992 STOCK OPTION PLAN AND 1996 NONSTATUTORY STOCK OPTION PLAN AND
CERTAIN INDIVIDUAL STOCK OPTION AGREEMENTS
Ladies and Gentlemen:
As legal counsel for Trident Microsystems, Inc., a Delaware
corporation (the "Company"), we are rendering this opinion in connection with
the registration under the Securities Act of 1933, as amended, of up to
2,105,000 shares of the Common Stock, $0.001 par value, of the Company which may
be issued pursuant to the exercise of options granted under the Trident
Microsystems, Inc. 1992 Stock Option Plan and 1996 Nonstatutory Stock Option
Plan (the "Plans") and certain individual stock option agreements (the
"Agreements").
We have examined all instruments, documents and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies.
We are admitted to practice only in the State of California and we
express no opinion concerning any law other than the law of the State of
California, the corporation laws of the State of Delaware and the federal law of
the United States.
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Securities and Exchange Commission
Page 2
As to matters of Delaware corporation law, we have based our
opinion solely upon our examination of such laws and the rules and regulations
of the authorities administering such laws, all as reported in standard,
unofficial compilations. We have not obtained opinions of counsel licensed to
practice in jurisdictions other than the State of California.
Based on such examination, we are of the opinion that the
2,105,000 shares of Common Stock which may be issued upon exercise of options
granted under the Plans and the Agreements are duly authorized shares of the
Company's Common Stock, and, when issued against receipt of the consideration
therefor in accordance with the provisions of the Plans and Agreements, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 (No. 33-_______) of
Trident Microsystems, Inc. of our report dated July 26, 1995, except for Note 9,
as to which the date is August 18, 1995, which appears on page 23 on Form 10-K
for the year ended June 30, 1995. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which appears on
page 77 of such Form 10-K.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
San Jose, California
July 30, 1996N
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