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Registration No. _________, Filed __________, 1997
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
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(Address of principal executive offices) (Zip code)
TRIDENT MICROSYSTEMS, INC.
1996 NONSTATUTORY STOCK OPTION PLAN
-------------------------------------------------------
(Full title of the plan)
Frank C. Lin
President and Chief Executive Officer
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 16
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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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration
to be registered(1) registered share(2) price(2) fee
- ------------------------ ------------------------ ------------------------- ---------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock 378,925 $10.5693 $4,004,972.00
Par Value $0.001 621,075 $13.0625 $8,112,792.19
Totals 1,000,000 $12,117,764.19 $3,672.05
</TABLE>
- ----------
(1) The securities to be registered include options to acquire such
Common Stock.
(2) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares subject to outstanding but unexercised options
under the 1996 Nonstatutory Stock Option Plan , the price is computed on the
basis of the weighted average exercise price. As to the remaining shares under
the 1996 Nonstatutory Stock Option Plan, the price is based upon the average of
the high and low prices of the Common Stock on June 16, 1997, as reported on the
National Association of Securities Dealers Automated Quotations System.
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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, 1996 (Commission File No. 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 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
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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;
(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
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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.
(c) 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 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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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 June 19,
1997.
TRIDENT MICROSYSTEMS, INC.
By: /s/ Frank C. Lin
---------------------------------------------
Frank C. Lin
President, Chief Executive Officer, and
Chairman of the Board of Directors
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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 Pete
Mangan, 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 June 19, 1997.
Signature Title
- --------- -----
/s/ Frank C. Lin
- ----------------------------------
Frank C. Lin President, Chief Executive Officer, and
Chairman of the Board (Principal Executive
Officer)
/s/ Pete Mangan
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Pete Mangan Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Glen M. Antle
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Glen M. Antle Director
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Shyur-Jen Paul Chien Director
/s/ Yasushi Chikagami
- ----------------------------------
Yasushi Chikagami Director
/s/ Charles A. Dickinson
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Charles A. Dickinson Director
/s/ Leonard Y. Liu
- ----------------------------------
Leonard Y. Liu Director
/s/ Millard Phelps
- ----------------------------------
Millard Phelps Director
7
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EXHIBIT INDEX
<TABLE>
Sequentially
Numbered
Page
------------
<S> <C> <C>
4.1 Restated Certificate of Incorporation of the Company, as filed 9
in the Office of the Secretary of State of Delaware on
August 15, 1994
4.2 Bylaws of the Company are incorporated by reference to ___
Exhibit 3.4 of the Company's Registration Statement on Form
S-1 (No. 33-53768, effective December 15, 1992)
5 Opinion re legality 14
23.1 Consent of Counsel (included in Exhibit 5) ___
23.2 Consent of Price Waterhouse LLP 16
24 Power of Attorney (included in signature pages to this ___
registration statement)
</TABLE>
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EXHIBIT 4.1
RESTATED CERTIFICATE OF INCORPORATION
OF
TRIDENT MICROSYSTEMS, INC.
(Pursuant to Section 245 of General Corporation Law of the State of Delaware)
Trident Microsystems, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation")
certifies as follows:
1. The Corporation's Restated Certificate of Incorporation was
duly adopted by the Board of Directors at a regular meeting in accordance with
Section 245 of the Corporation Law. Trident Microsystems, Inc. incorporated
October 23, 1992, under the name Trident Delaware Corporation.
2. The Corporation's Restated Certificate of Incorporation only
restates and integrates and does not further amend the provisions of the
Corporation's Certificate of Incorporation as theretofore amended or
supplemented, and there is no discrepancy between those provisions and the
provisions of the Restated Certificate.
3. The Corporation's Certificate of Incorporation is restated to
read in full as follows:
FIRST: The name of the Corporation is Trident Microsystems, Inc.
SECOND: The address of the registered office of the Corporation in
the State of Delaware is Incorporating Services, Ltd., 15 East North
Street, in the City of Dover, County of Kent. The name of the
registered agent at that address is Incorporating Services, Ltd.
THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the
General Corporation Law of Delaware.
FOURTH:
A. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Thirty Million Five
Hundred Thousand (30,500,000), which consists of 30,000,000 shares
of Common Stock with par value of $.001 per share and 500,000 shares
of Preferred Stock with par value of $.001 per share.
B. The Board of Directors is authorized, subject to any
limitations prescribed by law, to provide for the issuance of shares
of Preferred Stock in series and, by filing a certificate pursuant
to the applicable law of the State of Delaware, to establish from
time to time the number of shares to be included in each such
series, and to fix the designation,
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powers, preferences and rights of the shares of each such series and
any qualifications, limitations or restrictions thereon. The number
of authorized shares of Preferred Stock may be increased or
decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of
the Common Stock without a vote of the holders of the Preferred
Stock, or of any series thereof, unless a vote of any such holders
is required pursuant to the certificate or certificates establishing
the series of Preferred Stock.
FIFTH: The following provisions are inserted for the management
of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers
of the Corporation and of its directors and stockholders:
A. The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors. In addition to
the powers and authority expressly conferred upon them by statute or
by this Certificate of Incorporation or the By-Laws of the
Corporation, the directors are hereby empowered to exercise all such
powers and do all such acts and things as may be exercised or done
by the Corporation.
B. The directors of the Corporation need not be elected by
written ballot unless the By-Laws so provide.
C. After the closing date of the first sale of the Corporation's
Common Stock pursuant to a firmly underwritten registered public
offering (the "IPO"), any action required or permitted to be taken
by the stockholders of the Corporation must be effected at a duly
called annual or special meeting of stockholders of the Corporation
and may not be effected by any consent in writing by such
stockholders. Prior to such sale, unless otherwise provided by law,
any action which may otherwise be taken at any meeting of the
stockholders may be taken without a meeting and without prior
notice, if a written consent describing such actions is signed by
the holders of outstanding shares having not less than the minimum
number of votes which would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon
were present and voted.
D. Special meetings of stockholders of the Corporation may be
called only (1) by the Board of Directors pursuant to a resolution
adopted by a majority of the total number of authorized directors
(whether or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the
Board for adoption) or (2) by the holders of not less than ten
percent (10%) of all of the shares entitled to cast votes at the
meeting.
SIXTH:
A. The number of directors shall initially be seven (7) and,
thereafter, shall be fixed from time to time exclusively by the
Board of Directors pursuant to a resolution adopted by a majority of
the total number of authorized directors (whether or not there
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<PAGE> 3
exist any vacancies in previously authorized directorships at the
time any such resolution is presented to the Board for adoption).
After the closing date of the IPO, the directors shall be divided
into three classes, as nearly equal in number as reasonably
possible, with the term of office of the first class to expire at
the first annual meeting of the stockholders following the IPO; the
term of office of the second class to expire at the second annual
meeting of stockholders held following the IPO; the term of office
of the third class to expire at the third annual meeting of
stockholders following the IPO; and thereafter for each such term to
expire at each third succeeding annual meeting of stockholders after
such election. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, a vacancy resulting from the
removal of a director by the stockholders as provided in Article
SIXTH, Section C below may be filled at a special meeting of the
stockholders held for that purpose. All directors shall hold office
until the expiration of the term for which elected, and until their
respective successors are elected, except in the case of the death,
resignation, or removal of any director.
B. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, newly created directorships
resulting from any increase in the authorized number of directors or
any vacancies in the Board of Directors resulting from death,
resignation or other cause (other than removal from office by a vote
of the stockholders) may be filled only by a majority vote of the
directors then in office, though less than a quorum, and directors
so chosen shall hold office for a term expiring at the next annual
meeting of stockholders at which the term of office of the class to
which they have been elected expires, and until their respective
successors are elected, except in the case of the death,
resignation, or removal of any director. No decrease in the number
of directors constituting the Board of Directors shall shorten the
term of any incumbent director.
C. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any directors, or the entire Board
of Directors, may be removed from office at any time, with or
without cause, but only by the affirmative vote of the holders of at
least a majority of the voting power of all of the then outstanding
shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single
class. Vacancies in the Board of Directors resulting from such
removal may be filled by a majority of the directors then in office,
though less than a quorum, or by the stockholders as provided in
Article SIXTH, Section A above. Directors so chosen shall hold
office for a term expiring at the next annual meeting of
stockholders at which the term of office of the class to which they
have been elected expires, and until their respective successors are
elected, except in the case of the death, resignation, or removal of
any director.
SEVENTH: The Board of Directors is expressly empowered to adopt,
amend or repeal By-Laws of the Corporation. Any adoption, amendment
or repeal of ByLaws of the Corporation by the Board of Directors
shall require the approval of a majority of the total number of
authorized directors (whether or not there exist any vacancies in
previously authorized directorships at the time any resolution
providing for adoption, amendment or repeal is presented to the
Board). The stockholders shall also have power to adopt, amend or
repeal the By-Laws of the
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Corporation. Any adoption, amendment or repeal of By-Laws of the
Corporation by the stockholders shall require, in addition to any
vote of the holders of any class or series of stock of the
Corporation required by law or by this Certificate of Incorporation,
the affirmative vote of the holders of at least sixty-six and
two-thirds percent (66-2/3%) of the voting power of all of the then
outstanding shares of the capital stock of the Corporation entitled
to vote generally in the election of directors, voting together as a
single class.
EIGHTH: A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or
which involved 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 the director derived an improper
personal benefit.
If the Delaware General Corporation Law is hereafter amended to
authorize the further elimination or limitation of the liability of
a director, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing provisions of this
Article EIGHTH by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.
NINTH: The Corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the
manner prescribed by the laws of the State of Delaware and all
rights conferred upon stockholders are granted subject to this
reservation; provided, however, that, notwithstanding any other
provision of this Certificate of Incorporation or any provision of
law which might otherwise permit a lesser vote or no vote, but in
addition to any vote of the holders of any class or series of the
stock of this Corporation required by law or by this Certificate of
Incorporation, the affirmative vote of the holders of at least
66-2/3% of the voting power of all of the then outstanding shares of
the capital stock of the Corporation entitled to vote generally in
the election of directors, voting together as a single class, shall
be required to amend or repeal this Article NINTH, Article FIFTH,
Article SIXTH, Article SEVENTH or Article EIGHTH.
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<PAGE> 5
IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate to be signed and attested by its duly authorized officers on this
29th day of July, 1994.
TRIDENT MICROSYSTEMS, INC.
By: /s/ James T. Lindstrom
---------------------------------------
James T. Lindstrom,Vice
President of Finance
ATTEST:
/s/ Carmen Chang
- -------------------------------------
Carmen Chang, Assistant Secretary
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[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH]
EXHIBIT 5
June 19, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
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 1,000,000
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.
1996 Nonstatutory Stock Option Plan (the "Plan").
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.
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
additional 1,000,000 shares of Common Stock which may be issued upon exercise of
options granted under the Plan 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 Plan, will be validly issued, fully paid
and nonassessable.
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GRAY CARY WARE & FREIDENRICH
June 19, 1997
Page Two
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
Registration Statement on Form S-8 of Trident Microsystems, Inc. of our report
dated July 24,1996 appearing in the Company's Annual Report on Form 10-K for the
year ended June 30, 1996. We also consent to the incorporation by reference of
our report on the Financial Statement Schedule, which appears in that Form 10-K.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
San Jose, California
June 19, 1997
16
