<PAGE>
As filed with the Securities and Exchange Commission on October 31, 1997
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
OPTI INC.
(Exact name of registrant as specified in its charter)
California 77-0220697
- ------------------------------ ---------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
888 Tasman Drive
Milpitas, California 95035
(Address of principal executive offices)
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1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
---------------------
JERRY CHANG
Chief Executive Officer and Chairman
OPTi Inc.
888 Tasman Drive
Milpitas, California 95035
(408) 486-8000
(Name, address and telephone number, including area code,
of agent for service)
---------------------
Copy to:
TOR R. BRAHAM, ESQ.
Wilson Sonsini Goodrich & Rosati, Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Unit* Offering Price* Fee*
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
No par value 150,000 $6.19 $928,500.00 $281.36
==========================================================================
</TABLE>
* Estimated in accordance with Rule 457(h) solely for the purpose of calculating
the registration fee on the basis of $6.19 per share which is the average of
the high and low prices reported on the Nasdaq National Market on October 30,
1997.
-1-
<PAGE>
The Company hereby incorporates by reference in this Registration Statement
the Company's Registration Statement on Form S-8, File No. 333-26153, filed
October 31, 1996.
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
There are hereby incorporated by reference into this Registration Statement
the following documents and information previously filed with the Securities and
Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed pursuant to Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act").
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended April
30, 1997, the Company's Quarterly Report on Form 10-Q for the quarter ended July
31, 1997, and the Company's Proxy Statement relating to the Company's Annual
Meeting of Shareholders to be held on May 29, 1997.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated March 24, 1993, filed
pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange
Act"), which was declared effective by the Commission on May 11, 1993, including
any amendment or report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof, and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of
filing such documents.
Item 8. EXHIBITS
--------
The following additional exhibits are hereby enclosed for filing:
<TABLE>
<CAPTION>
Exhibit
Number Document
------- --------------------------------------------------------
<C> <S>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati with respect
to the securities being registered
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see pages 2 and 3)
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
OPTi Inc., a corporation organized and existing under the laws of the State of
California, 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 State ment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the county of Santa Clara, State of California, on
this 31st day of October, 1997.
OPTi Inc.
By: /s/ Jerry Chang
___________________________
Jerry Chang
Chief Executive Officer and Chairman
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jerry Chang and David Zacarias, and each
of them, as his true and lawful attor ney-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 there with, 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 and 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 substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
<PAGE>
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Jerry Chang Chief Executive Officer and Chairman October 31, 1997
- ------------------- (Principal Executive Officer)
Jerry Chang
/s/ David Zacarias Chief Financial Officer and Chief October 31, 1997
- ------------------- Operating Officer (Principal Accounting
David Zacarias Officer)
/s/ Stephen A. Dukker President and Director October 31, 1997
- ---------------------
Stephen A. Dukker
Director October , 1997
- -------------------
Kapil Nanda
/s/ Tor R. Braham Director October 31, 1997
- -------------------
Tor R. Braham
/s/ Patrick Ang Director October 31, 1997
- -------------------
Patrick Ang
Director October , 1997
- -------------------
Bernard Marren
</TABLE>
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION> Sequentially
Exhibit Numbered
Number Description Page
------- -------------------------------------------------- ----------------
<C> <S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati with
regard to the securities being registered
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1) --
24.1 Power of Attorney (See pages 2 and 3) --
</TABLE>
<PAGE>
EXHIBIT 5.1
-----------
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD JOHN ARNOT WILSON
PALO ALTO, CALIFORNIA 94304-1050 RETIRED
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
October 31, 1997
OPTi Inc.
888 Tasman Drive
Milpitas, CA 95035
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 October 31, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 150,000 shares of your Common Stock (the
"Shares") reserved for issuance under the 1996 Employee Stock Purchase Plan (the
"Plan"). As your counsel, we have examined and are familiar with the
proceedings taken by you in connection with the issuance of the Shares under the
Plan.
It is our opinion that, when issued in the manner referred to in the Plan,
the Shares will be legally and validly issued, fully paid and nonassessable.
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, and in any prospectus used in connection with the sale
of the Shares.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE>
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1996 Employee Stock Purchase Plan of OPTi Inc. of our
report dated January 28, 1997, with respect to the consolidated financial
statements and schedule of OPTi Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1996, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
San Jose, California
October 29, 1997
