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As filed with the Securities and Exchange Commission on April 17, 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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QUICKLOGIC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 77-0188504
(STATE OR OTHER JURISDICTION OF QUICKLOGIC CORPORATION (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1277 ORLEANS DRIVE
SUNNYVALE, CALIFORNIA 94089
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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1999 STOCK PLAN
(FULL TITLE OF THE PLAN)
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E. THOMAS HART
CHIEF EXECUTIVE OFFICER
QUICKLOGIC CORPORATION
1277 ORLEANS DRIVE
SUNNYVALE, CALIFORNIA 94089
(408) 990-4000
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPY TO:
AARON J. ALTER
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED
MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE (2) OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 5,879,256 $24.9622 $146,759,165 $38,745
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant
to this Registration Statement by reason of any stock dividend, stock
split, recapitalization or any other similar transaction effected without
the receipt of consideration which results in an increase in the number of
the Registrant's outstanding shares of Common Stock.
(2) The Proposed Maximum Aggregate Offering Price Per Share represents a
weighted average of the following estimates calculated in accordance
with Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"). With respect to the 533,333 shares subject to
outstanding options to purchase common stock under the 1999 Stock Plan,
the Proposed Maximum Aggregate Offering Price Per Share is equal to the
weighted average exercise price of $13.62 per share pursuant to Rule
457(h) under the Securities Act. With respect to the 5,345,923 shares of
common stock available for future issuance under the 1999 Stock Plan for
which the price at which options to be granted in the future is not
currently determined, the estimated Proposed Maximum Offering Price Per
Share was determined pursuant to Rule 457(c) under the Securities Act to
be equal to the average between the ask and bid price reported in the
Nasdaq National Market on April 12, 2000, which average was $26.0938.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information filed with the Securities and
Exchange Commission (the "Commission") by the Registrant are incorporated herein
by reference:
(a) The Registrant's prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, relating to the Registrant's
Registration Statement on Form S-1, as amended (SEC File No. 333-32852), on
April 13, 2000.
(b) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 as filed with the Commission on March 30, 2000.
(c) The description of the Company's common stock which is
contained in the Company's Registration Statement on Form 8-A filed with the
Commission on October 12, 1999 pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and any description of any
securities of the Registrant which is contained in any registration statement
filed after the date hereof under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating any such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's bylaws provide that the Registrant will indemnify its
directors and executive officers and may indemnify its other officers, employees
and other agents to the fullest extent permitted by Delaware law. The
Registrant's bylaws allow the Registrant to enter into indemnification
agreements with its directors and officers and to purchase insurance for any
person whom the Registrant is required or permitted to indemnify. The Registrant
has obtained a policy of directors' and officers' liability insurance that
insures such persons against the cost of defense, settlement or payment of a
judgment under certain circumstances.
The Registrant has entered into agreements with its directors and
executive officers regarding indemnification. Under these agreements, the
Registrant will indemnify them against amounts actually and reasonably incurred
in connection with an actual, or a threatened, proceeding if any of them may be
made a party because of their role as one of the Registrant's directors or
officers. The Registrant is obligated to pay these
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amounts only if the officer or director acted in good faith and in a manner that
he or she reasonably believed to be in or not opposed to the Registrant's best
interests. With respect to any criminal proceeding, the Registrant is obligated
to pay these amounts only if the officer or director had no reasonable cause to
believe his or her conduct was unlawful. The indemnification agreements also set
forth procedures that will apply in the event of a claim for indemnification
thereunder.
In addition, the Registrant's certificate of incorporation provides
that the liability of the Registrant's directors for monetary damages shall be
eliminated to the fullest extent permissible under Delaware law. This provision
does not eliminate a director's duty of care. Each director will continue to be
subject to liability for:
- breach of the director's duty of loyalty to the Registrant,
- acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law,
- acts or omissions that the director believes to be contrary to
the Registrant's best interests or the Registrant's stockholders,
- any transaction from which the director derived an improper
personal benefit,
- improper transactions between the director and the Registrant,
and
- for improper distributions to stockholders and loans to directors
and officers.
This provision also does not affect a director's responsibilities under any
other laws, such as the federal securities laws or state or federal
environmental laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
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<CAPTION>
Exhibit
Number Description of Document
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<S> <C>
4.1* Specimen Common Stock certificate of the Registrant.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation with
respect to the legality of the securities being registered.
10.1* 1999 Stock Plan.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
</TABLE>
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* Previously filed as an exhibit to Registrant's Registration
Statement on Form S-1 (File No. 333-28833), declared effective on October 14,
1999, and incorporated herein by reference.
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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 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) 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 Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
[Remainder of Page Intentionally Left Blank]
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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 April 17,
2000.
By: /s/ E. Thomas Hart
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E. Thomas Hart
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints E.
Thomas Hart and Arthur O. Whipple jointly and severally, his attorneys-in-fact,
each with the 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 attorney-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, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ E. Thomas Hart
- ------------------------------------------------ President, Chief Executive Officer and April 17, 2000
E. Thomas Hart Director (Principal Executive Officer)
/s/ Arthur O. Whipple
- ------------------------------------------------ Vice President, Finance, Chief April 17, 2000
Arthur O. Whipple Financial Officer and Secretary
(Principal Financial Officer)
/s/ Irwin B. Federman
- ------------------------------------------------ Director April 17, 2000
Irwin B. Federman
/s/ Hua-Thye Chua
- ------------------------------------------------ Director April 17, 2000
Hua-Thye Chua
/s/ Donald P. Beadle
- ------------------------------------------------ Director April 17, 2000
Donald P. Beadle
- ------------------------------------------------ Director
Michael J. Callahan
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
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<S> <C>
4.1* Specimen Common Stock certificate of the Registrant.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation with
respect to the legality of the securities being registered.
10.1* 1999 Stock Plan.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
</TABLE>
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* Previously filed as an exhibit to Registrant's Registration Statement
on Form S-1 (File No. 333-28833) declared effective on October 14, 1999, and
incorporated herein by reference.
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EXHIBIT 5.1
OPINION OF WILSON SONSINI GOODRICH & ROSATI
April 17, 2000
QuickLogic Corporation
1277 Orleans Drive
Sunnyvale, CA 94089
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about April 17, 2000
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 5,879,256 shares of your Common Stock
reserved for issuance under the 1999 Stock Plan (the "1999 Stock Plan"). As
your legal counsel, we have examined the proceedings taken and are familiar
with the proceedings proposed to be taken by you in connection with the sale
and issuance of such Common Stock under the 1999 Stock Plan.
It is our opinion that, when issued and sold in the manner referred to
in the 1999 Stock Plan and pursuant to the agreements which accompany the
1999 Stock Plan, the Common Stock issued and sold thereby will be legally and
validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectuses constituting a part thereof,
and any amendments thereto. This opinion may be incorporated by reference in any
abbreviated registration statement filed pursuant to Item E under the general
instructions to Form S-8 under the Securities Act of 1933 with respect to the
Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 25, 2000 relating to the
consolidated financial statements and consolidated financial statement
schedules, which appears in QuickLogic Corporation's Annual Report on Form
10-K for the year ended December 31, 1999.
PricewaterhouseCoopers LLP
San Jose, California
April 11, 2000
