<PAGE>
As filed with the Securities and Exchange Commission on February 5, 1999
Registration Statement No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
LEVEL ONE COMMUNICATIONS, INCORPORATED
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 33-0128224
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9750 GOETHE ROAD
SACRAMENTO, CALIFORNIA 95827
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(Address of Principal Executive Offices)
1993 STOCK OPTION PLAN
-------------------------
(Full Title of the Plan)
JOHN KEHOE
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
LEVEL ONE COMMUNICATIONS, INCORPORATED
9750 GOETHE ROAD
SACRAMENTO, CALIFORNIA 95827
(916) 855-5000
- ------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
GILLES S. ATTIA, ESQ.
GRAHAM & JAMES LLP
400 CAPITOL MALL, 24TH FLOOR
SACRAMENTO, CALIFORNIA 95814-4411
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(2) PRICE (2) REGISTRATION FEE
------------------- ------------ -------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, no par 1,750,000 $ 39.50 $ 69,125,000 $ 19,216.75
value, $0.001 per share (1)
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) The shares covered by this Registration Statement represent the shares of
Common Stock which have become available for issuance under the Registrant's
1993 Stock Option Plan as a result of an amendment increasing the number of
shares reserved for issuance under such Stock plan approved by the
stockolders at the Registrant's Annual Meeting of Stockholders held on August
12, 1998.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on
January 29, 1999.
<PAGE>
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
The contents of the Registration Statement on Form S-8 (Commission File
No. 33-72398) are incorporated by reference herein. The purpose of this filing
is to register 1,750,000 additional shares of the Common Stock of Registrant
under the Securities Act of 1933 reserved for issuance under Registrant's
1993 Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed with the
Commission by the Registrant are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 28, 1997, filed pursuant to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 29, 1998, filed pursuant to the reporting requirements
of the Exchange Act;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 28, 1998, filed pursuant to the reporting requirements
of the Exchange Act;
(d) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended September 27, 1998, as amended on December 16, 1998, filed
pursuant to the reporting requirements of the Exchange Act;
(e) The Registrant's Current Report on Form 8-K, filed with the
Commission on July 17, 1998, as amended on September 21, 1998, October 7,
1998 and December 16, 1998, pursuant to the reporting requirements of the
Exchange Act;
(f) The Registrant's Current Report on Form 8-K, filed with the
Commission on November 20, 1998, pursuant to the reporting requirements
of the Exchange Act;
(g) The Registrant's Current Report on Form 8-K, filed with the
Commission on December 9, 1998, as amended on February 3, 1999, pursuant to
the reporting requirements of the Exchange Act; and
(h) The description of the Registrant's Common Stock contained in Items 1
and 2 of the Registrant's Registration Statement on Form 8-A filed with
the Commission on July 9, 1993, pursuant to the registration requirements
of the Exchange Act.
<PAGE>
All documents subsequently filed with the Commission 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 hereunder have been sold or which deregisters all securities then
remaining unsold under this Registration Statement, shall be deemed to be
incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such earlier
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description of Document
Number
<S> <C>
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Sacramento, State of California, on
this 3rd day of February, 1999.
LEVEL ONE COMMUNICATIONS, INCORPORATED
BY: /s/ Robert S. Pepper
-----------------------------------
Robert S. Pepper, Ph.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert S. Pepper and John Kehoe,
jointly and severally, as such person's attorneys-in-fact, each with the
power of substitution, for him or her 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 or her substitute or substitutes, may
lawfully 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 below by the following persons on the
3rd day of February, 1999 in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<S> <C>
/s/ Robert S. Pepper
- ------------------------ President, Chief Executive
Robert S. Pepper, Ph.D. Officer and Chairman of the
Board (Principal Executive
Officer)
/s/ John Kehoe
- ------------------------ Senior Vice President and Chief
John Kehoe Financial Officer (Principal
Financial Officer)
/s/ Thomas J. Connors
- ------------------------
Thomas J. Connors Director
/s/ Paul Gray
- ------------------------
Paul Gray, Ph.D. Director
</TABLE>
<PAGE>
<TABLE>
<S> <C>
/s/ Martin Jurick
- ------------------------
Martin Jurick Director
/s/ Henry Kressel
- ------------------------
Henry Kressel Director
/s/ Joseph P. Landy
- ------------------------
Joseph P. Landy Director
/s/ Kenneth A. Pickar
- ------------------------
Kenneth A. Pickar Director
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Document Page Number
------- ----------------------- -----------
<S> <C> <C>
5.1 Opinion of Counsel as to legality of securities
being registered.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
</TABLE>
<PAGE>
EXHIBIT 5.1
[Graham & James LLP Letterhead]
February 3, 1999
Level One Communications, Incorporated
9750 Goethe Road
Sacramento, CA 95827
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Level One Communications,
Incorporated, a Delaware corporation (the "Registrant" or "you"), with the
Securities and Exchange Commission on or about February 4, 1999, in
connection with the registration under the Securities Act of 1933, as
amended, of an aggregate of 1,750,000 shares of your Common Stock, par
value $0.001 per share (the "Shares"), reserved for issuance pursuant to the
amendment to the 1993 Stock Option Plan (as amended, the "Plan"). As your
legal counsel, we have reviewed the actions proposed to be taken by you in
connection with the proposed sale and issuance of the Shares by the
Registrant under the Plan.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken by you prior to the issuance
of the Shares pursuant to the Registration Statement and the Plan, and upon
completion of the actions 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 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 any subsequent amendment thereto.
Very truly yours,
/s/ Graham & James LLP
GRAHAM & JAMES LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 of our
reports contained in the following Level One Communications, Incorporated's
filings:
<TABLE>
<CAPTION>
REPORT DATE FILING
<S> <C>
March 13, 1998 Form 10-K; Year ended December 28, 1997
December 9, 1998 Form 8-K/A; Filed on December 16, 1998
February 2, 1999 Form 8-K/A; Filed on February 3, 1999
</TABLE>
We also consent to all references to our Firm included in this
registration statement.
By: /s/ ARTHUR ANDERSEN LLP
Sacramento, California
February 3, 1999
