<PAGE> 1
As filed with the Securities and Exchange Commission on June 24, 1997
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
ESS TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 94-2928582
(State of incorporation) (I.R.S. Employer Identification No.)
48401 FREMONT BOULEVARD
FREMONT, CALIFORNIA 94538
(Address of principal executive offices)
-----------------------
ESS TECHNOLOGY, INC.
1997 EQUITY INCENTIVE PLAN;
PLATFORM TECHNOLOGIES, INC.
1995 STOCK OPTION PLAN
-----------------------
JOHN H. BARNET
VICE PRESIDENT, FINANCE AND
CHIEF FINANCIAL OFFICER
ESS TECHNOLOGY, INC.
48401 FREMONT BOULEVARD
FREMONT, CALIFORNIA 94538
(510) 492-1088
(Name, address and telephone number,
including area code, of agent for service)
-----------------------
Copy to:
Tae Hea Nahm
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
Page 1 of 9 Pages
Exhibit Index on Page 7
(Calculation of Registration Fee on following page)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum Amount Maximum Proposed Maximum Amount of
to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share Offering Price Fee
- ---------------------------------------------- ------------------ ---------------- ------------------ --------------
<S> <C> <C> <C> <C>
ESS TECHNOLOGY, INC.
1997 EQUITY INCENTIVE PLAN
Common Stock,
no par 3,000,000 Shares $12.78125(2) $38,343,750 $11,619.32
value
PLATFORM TECHNOLOGIES, INC.
1995 STOCK OPTION PLAN
Common Stock,
no par value............................. 954,346 Shares $0.035(3) $33,402 $10.13
3,954,346 Shares $38,377,152 $11,629.45
TOTAL
</TABLE>
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans 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) Estimated in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee. The computation with
respect to unissued options is based upon the average high and low sale
prices of the Common Stock as reported on the Nasdaq National Market on
June 20, 1997.
(3) Computed in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee. Computation based on
the weighted average per share exercise price (rounded to nearest
one-tenth of one cent) of outstanding options under the referenced plan,
the shares issuable under which are registered hereby.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed on March 18, 1997 and amended on March 20, 1997
(Form 10-K/A), which contains audited financial statements for the Registrant's
latest fiscal year for which such statements have been filed, filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
(b) All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
audited financial statements in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Exchange Act on October 5, 1995, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing 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 Articles of Incorporation reduce the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under California law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
California General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number
------
<S> <C>
5.1 Opinion of Venture Law Group, a Professional
Corporation.
23.1 Consent of Venture Law Group, a Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of Independent Auditors (see p. 9).
24.1 Powers of Attorney (see p. 6).
</TABLE>
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<PAGE> 4
Item 9 UNDERTAKINGS.
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 purposes of determining any liability under the
Securities Act, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
Insofar as the indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
[SIGNATURE PAGES FOLLOW]
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, ESS Technology, 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 Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fremont, State of
California, on this 24th day of June, 1997.
ESS TECHNOLOGY, INC.
By: /s/ JOHN H. BARNET
-------------------------------------------
John H. Barnet
Vice President, Finance and
Chief Financial Officer
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Fred S.L. Chan and John H. Barnet,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorney-in-facts and agents,
or his or her substitute or substitutes, may 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Fred S.L. Chan President, Chief Executive June 23, 1997
- ------------------------ Officer and Chairman of the
Fred S.L. Chan Board of Directors (Principal
Executive Officer)
/s/ John H. Barnet Vice President, Finance and June 23, 1997
- ------------------------ Chief Financial Officer
John H. Barnet (Principal Financial and
Accounting Officer)
/s/ Annie M.H. Chan Director June 23, 1997
- ------------------------
Annie M.H. Chan
/s/ Michael A. Aymar Director June 23, 1997
- ------------------------
Michael A. Aymar
/s/ Ilbok Lee Director June 23, 1997
- ------------------------
Ilbok Lee
/s/ Peter T. Mok Director June 23, 1997
- ------------------------
Peter T. Mok
</TABLE>
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
Number No.
------ ----
<S> <C> <C>
5.1 Opinion of Venture Law Group, a Professional Corporation 8
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1). 8
23.2 Consent of Independent Auditors 9
24.1 Powers of Attorney (see p. 6).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
June 24, 1997
ESS Technology, Inc.
48401 Fremont Boulevard
Fremont, California 94538
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") filed by you with the Securities and Exchange Commission (the
"Commission") on June 23, 1997 in connection with the registration under the
Securities Act of 1933, as amended, of a total of 3,954,346 shares of your
Common Stock (the "Shares") reserved for issuance under the ESS Technology, Inc.
1997 Equity Incentive Plan and the Platform Technologies 1995 Stock Option Plan.
As your counsel in connection with this transaction, 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 the Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement 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 the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of ESS Technology, Inc. of our report dated January 17,
1997 appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
/s/ PRICE WATERHOUSE LLP
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Price Waterhouse LLP
San Jose, California
June 19, 1997
