<PAGE>
As filed with the Securities and Exchange Commission on May ___, 1996
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
C-CUBE MICROSYSTEMS INC.
(Exact name of issuer as specified in its charter)
DELAWARE 77-0192108
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1778 MCCARTHY BLVD.
MILPITAS, CA 95035
(Address of principal executive offices)
--------------------------
SUPPLEMENTAL STOCK OPTION PLAN
(Full title of the plan)
--------------------------
JAMES G BURKE
VICE PRESIDENT OF FINANCE AND ADMINISTRATION, CHIEF FINANCIAL OFFICER AND
SECRETARY
C-CUBE MICROSYSTEMS INC.
1778 MCCARTHY BLVD.
MILPITAS, CA 95035
(408) 944-6300
(Name, address and telephone number of agent for service)
--------------------------
Copy to:
Aaron J. Alter, Esq.
David Kim, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Amount of
Title of Securities to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 800,000 $ 49.50 $ 39,600,000.00 $ 13,656.00
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
computing the amount of the registration fee based on the prices of the
Company's Common Stock as reported on the Nasdaq National Market on May
10, 1996
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
C-Cube Microsystems Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the registrant 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 (No. 0-23596), filed pursuant to
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
The Company hereby incorporates by reference in this Registration
Statement the contents of the Company's Registration Statement on Form S-8
(Registration No. 33-81718) and the Amendment thereto (Registration No. 33-89474
and 333-2812).
All documents subsequently filed by the Company pursuant to Section
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
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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
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<PAGE>
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 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 Bylaws
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 of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 C-Cube Microsystems Inc. Supplemental Stock Option Plan
4.2 Form of Stock Option Agreement for C-Cube Microsystems Inc.
Supplemental Stock Option Plan
5.1 Opinion of counsel as to legality of securities being
registered
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney
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,
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<PAGE>
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(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)(1)(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 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.
(h) 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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<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 Milpitas, State of California, on this 13th day of
May, 1996.
C-CUBE MICROSYSTEMS INC.
By: /S/ ALEXANDRE BALKANSKI
_______________________________________
Alexandre Balkanski
President, Chief Executive
Officer and Director
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<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alexandre Balkanski and James G. Burke,
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 attorneys-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, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------------------------- ---------------------------- ----------------
/s/ Donald Valentine
- -------------------------
Donald Valentine Chairman of the Board May 13, 1996
President, Chief Executive
/s/ Alexandre Balkanski Officer, and Director
- ------------------------- (PRINCIPAL EXECUTIVE May 13, 1996
Alexandre Balkanski OFFICER)
/s/ James G. Burke Vice President of Finance
- ------------------------- and Administration, Chief May 13, 1996
James G. Burke Financial Officer Secretary
and (PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
/s/ William O'Meara
- -------------------------
William O'Meara Director May 13, 1996
/s/ Baryn Futa
- -------------------------
Baryn Futa Director May 13, 1996
/s/ T. J. Rodgers
- -------------------------
T. J. Rodgers Director May 13, 1996
/s/ Gregorio Reyes
- -------------------------
Gregorio Reyes Director May 13, 1996
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<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Page
- ------- ------------
4.1 C-Cube Microsystems Inc. Supplemental Stock Option Plan
4.2 Form of Stock Option Agreement for C-Cube Microsystems
Inc. Supplemental Stock Option Plan
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney
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<PAGE>
EXHIBIT 4.1
C-CUBE MICROSYSTEMS INC.
SUPPLEMENTAL STOCK OPTION PLAN
1. PURPOSES OF THE PLAN. The purposes of this Stock Plan are:
- to attract and retain the best available personnel for positions
of substantial responsibility,
- to provide additional incentive to eligible Employees and
Consultants, and
- to promote the success of the Company's business.
Nonstatutory Stock Options may be granted under the Plan.
2. DEFINITIONS. As used herein, the following definitions shall apply:
(a) "ADMINISTRATOR" means the Board or any of its Committees as shall
be administering the Plan, in accordance with Section 4 of the Plan.
(b) "APPLICABLE LAWS" means the legal requirements relating to the
administration of stock option plans under U. S. state corporate laws, U.S.
federal and state securities laws, the Code and the applicable laws of any
foreign country or jurisdiction where Options are, or will be, granted under the
Plan.
(c) "BOARD" means the Board of Directors of the Company.
(d) "CODE" means the Internal Revenue Code of 1986, as amended.
(e) "COMMITTEE" means a Committee appointed by the Board in
accordance with Section 4 of the Plan.
(f) "COMMON STOCK" means the Common Stock of the Company.
(g) "COMPANY" means C-Cube Microsystems Inc., a Delaware corporation.
(h) "CONSULTANT" means any person, including an advisor, engaged by
the Company to render services and who is compensated for such services,
provided that the term "Consultant" shall not include any person who is also an
officer or Director of the Company.
(i) "DIRECTOR" means a member of the Board.
<PAGE>
(j) "DISABILITY" means total and permanent disability as defined in
Section 22(e)(3) of the Code.
(k) "EMPLOYEE" means any person employed by the Company other than
any person who is an officer or Director of the Company.
(l) "FAIR MARKET VALUE" means, as of any date, the closing sales
price for such stock (or the closing bid, if no sales were reported) as quoted
on such exchange or system for the last market trading day prior to the time of
determination, as reported in THE WALL STREET JOURNAL or such other source as
the Administrator deems reliable.
(m) "NONSTATUTORY STOCK OPTION" means an Option not intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.
(n) "NOTICE OF GRANT" means a written notice evidencing certain terms
and conditions of an individual Option grant. The Notice of Grant is part of
the Option Agreement.
(o) "OPTION" means a stock option granted pursuant to the Plan.
(p) "OPTION AGREEMENT" means a written agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option
grant. The Option Agreement is subject to the terms and conditions of the Plan.
(q) "OPTIONED STOCK" means the Common Stock subject to an Option.
(r) "OPTIONEE" means an Employee or Consultant who holds an
outstanding Option.
(s) "PLAN" means this Supplemental Stock Option Plan.
(t) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.
(u) "SUBSIDIARY" means a "subsidiary corporation," whether now or
hereafter existing as defined in Section 424(f) of the Code.
3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Section 12 of the Plan, the maximum aggregate number of Shares which may be
optioned and sold under the Plan is 800,000 Shares. The Shares may be
authorized, but unissued, or reacquired Common Stock.
If an Option expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated).
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<PAGE>
4. ADMINISTRATION OF THE PLAN
(a) ADMINISTRATION. The Plan shall be administered by (i) the Board or
(ii) a Committee designated by the Board, which Committee shall be constituted
to satisfy Applicable Laws. Once appointed, such Committee shall serve in its
designated capacity until otherwise directed by the Board. The Board may
increase the size of the Committee and appoint additional members, remove
members (with or without cause) and substitute new members, fill vacancies
(however caused), and remove all members of the Committee and thereafter
directly administer the Plan, all to the extent permitted by Applicable Laws.
(b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in
its discretion:
(i) to determine the Fair Market Value of the Common
Stock, in accordance with Section 2(l) of the Plan;
(ii) to select the Consultants and Employees to whom
Options may be granted hereunder;
(iii) to determine whether and to what extent Options
are granted hereunder;
(iv) to determine the number of shares of Common Stock
to be covered by each Option granted hereunder;
(v) to approve forms of agreement for use under the
Plan;
(vi) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any award granted hereunder. Such
terms and conditions include, but are not limited to, the exercise price, the
time or times when Options may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option or the shares of Common Stock
relating thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;
(vii) to construe and interpret the terms of the Plan
and awards granted pursuant to the Plan;
(viii) to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;
(ix) to modify or amend each Option (subject to Section
15(b) of the Plan), including the discretionary authority to extend the post-
termination exercisability period of Options;
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<PAGE>
(x) to authorize any person to execute on behalf of
the Company any instrument required to effect the grant of an Option previously
granted by the Administrator;
(xi) to make all other determinations deemed necessary
or advisable for administering the Plan.
(c) EFFECT OF ADMINISTRATOR'S DECISION. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options.
5. ELIGIBILITY. Nonstatutory Stock Options may be granted to Employees
and Consultants. If otherwise eligible, an Employee or Consultant who has been
granted an Option may be granted additional Options. Notwithstanding anything
to the contrary contained in the Plan, Options may not be granted to officers or
Directors under this Plan.
6. LIMITATIONS. Neither the Plan nor any Option shall confer upon an
Optionee any right with respect to continuing the Optionee's employment or
consulting relationship with the Company, nor shall they interfere in any way
with the Optionee's right or the Company's right to terminate such employment or
consulting relationship at any time, with or without cause.
7. TERM OF PLAN. The Plan shall become effective upon its adoption by
the Board. It shall continue in effect until terminated under Section 15 of the
Plan.
8. TERM OF OPTION. The term of each Option shall be stated in the Notice
of Grant.
9. OPTION EXERCISE PRICE AND CONSIDERATION.
(a) EXERCISE PRICE. The per share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be determined by the
Administrator.
(b) WAITING PERIOD AND EXERCISE DATES. At the time an Option is
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied before the
Option may be exercised.
(c) FORM OF CONSIDERATION. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. Such consideration may consist entirely of:
(i) cash or cash equivalent;
(ii) check;
(iii) recourse promissory note;
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<PAGE>
(iv) other Shares which (A) in the case of Shares
acquired upon exercise of an option, have been owned by the Optionee for more
than six months on the date of surrender, and (B) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised;
(v) delivery of a properly executed exercise notice
together with such other documentation as the Administrator and the broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the exercise price;
(vi) such other consideration and method of payment for
the issuance of Shares to the extent permitted by Applicable Laws; or
(vii) any combination of the foregoing methods of
payment.
10. EXERCISE OF OPTION.
(a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed exercised when the Company receives:
(i) written notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of
an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse. Until the stock
certificate evidencing such Shares is issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be issued) such
stock certificate promptly after the Option is exercised. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 12 of the
Plan.
Exercising an Option in any manner shall decrease the number of
Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.
(b) TERMINATION OF EMPLOYMENT. Upon termination of an Optionee's
status as an Employee or Consultant (other than as a result of the Optionee's
death or Disability), the Optionee may exercise his or her Option, but only
within three (3) months or such other period of time as the
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<PAGE>
Administrator shall specify from the date of such termination and, unless
determined otherwise by the Administrator, only to the extent that the Optionee
was entitled to exercise it at the date of such termination (and in no event
later than the expiration of the term of such Option as set forth in the Option
Agreement). To the extent that Optionee was not entitled to exercise an Option
at the date of such termination, and to the extent that the Optionee does not
exercise such Option (to the extent otherwise so entitled) within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan. For purposes of this Section 10(b), an
Employee's change of status from Employee to Consultant or from Consultant to
Employee shall not, unless specified otherwise by the Administrator, be
considered a termination of status as an Employee or Consultant.
(c) DISABILITY OF OPTIONEE. Upon termination of an Optionee's status
as an Employee or Consultant as a result of the Optionee's Disability, the
Optionee may exercise his or her Option, but only within six (6) months or such
other time period as the Administrator shall specify from the date of such
termination, and, unless determined otherwise by the Administrator, only to the
extent that the Optionee was entitled to exercise it at the date of such
termination (and in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). To the extent that Optionee was
not entitled to exercise an Option at the date of such termination, and to the
extent that the Optionee does not exercise such Option (to the extent otherwise
so entitled) within the time specified herein, the Option shall terminate, and
the Shares covered by such Option shall revert to the Plan.
(d) DEATH OF OPTIONEE. In the event of an Optionee's death within
three (3) months of the termination of employment, the Optionee's estate or a
person who acquired the right to exercise the deceased Optionee's Option by
bequest or inheritance may exercise the Option, but only within six (6) months
or such other time period as the Administrator shall specify following the date
of death, and, unless determined otherwise by the Administrator, only to the
extent that the Optionee was entitled to exercise it at the date of death (but
in no event later than the expiration of the term of such Option as set forth in
the Option Agreement). To the extent that Optionee was not entitled to exercise
an Option at the date of death, and to the extent that the Optionee's estate or
a person who acquired the right to exercise such Option does not exercise such
Option (to the extent otherwise so entitled) within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.
11. NON-TRANSFERABILITY OF OPTIONS. An Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,OR TRANSFER IN
CONTROL.
(a) CHANGES IN CAPITALIZATION. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common Stock covered
by each such
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<PAGE>
outstanding Option shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an Option.
(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. To the extent it has not been previously exercised, an Option will
terminate immediately prior to the consummation of such proposed action.
(c) TRANSFER OF CONTROL.
(i) A "Transfer of Control" shall be deemed to have occurred in
the event any of the following occurs with respect to the Company:
(a) a merger or consolidation in which the Company is not
the surviving corporation;
(b) a merger or consolidation in which the Company is the
surviving corporation where the shareholders of the Company before such merger
or consolidation do not retain, directly or indirectly, at least a majority of
the beneficial interest in the voting stock of the Company after such merger or
consolidation;
(c) the sale, exchange, or transfer of all or
substantially all of the assets of the Company (other than a sale, exchange or
transfer to one (1) or more Subsidiaries);
(d) the direct or indirect sale or exchange by the
shareholders of the Company of all or substantially all of the stock of the
Company where the shareholders of the Company before such sale or exchange do
not retain, directly or indirectly, at least a majority of the beneficial
interest in the voting stock of the Company after such sale or exchange.
(ii) In the event of a Transfer of Control of the Company, each
outstanding Option will be assumed or an equivalent option substituted by the
successor corporation or a parent or Subsidiary of the successor corporation
(the "Successor Corporation"). In the event that an Option is not assumed or
substituted for, such Option shall terminate as of the date of the Transfer of
Control. For the purposes of this paragraph, the Option shall be considered
assumed if, following the Transfer of Control, the option confers the right to
purchase or receive, for each Share of Optioned Stock subject
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<PAGE>
to the Option immediately prior to the Transfer of Control the consideration
(whether stock, cash, or other securities or property) received in the Transfer
of Control by holders of Common Stock for each Share held on the effective date
of the transaction (and if holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the Transfer
of Control was not solely common stock of the Successor Corporation, the
Administrator may, with the consent of the Successor Corporation, provide for
the consideration to be received upon the exercise of the Option for each Share
of Optioned Stock subject to the Option to be solely common stock of the
Successor Corporation equal in fair market value to the per share consideration
received by holders of Common Stock in the Transfer of Control.
13. DATE OF GRANT. The date of grant of an Option shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option, or such other later date as is determined by the Administrator.
Notice of the determination shall be provided to each Optionee within a
reasonable time after the date of such grant.
14. WITHHOLDING TAXES. In accordance with any applicable administrative
guidelines it establishes, the Administrator may allow a purchaser to pay the
amount of taxes required by law to be withheld as a result of a purchase of
Shares, by withholding from any payment of Common Stock due as a result of such
purchase, or by permitting the purchaser to deliver to the Company, Shares
having a Fair Market Value, as determined by the Administrator, equal to the
amount of such required withholding taxes.
15. AMENDMENT AND TERMINATION OF THE PLAN.
(a) AMENDMENT AND TERMINATION. The Board may at any time amend,
alter, suspend or terminate the Plan.
(b) EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
16. CONDITIONS UPON ISSUANCE OF SHARES.
(a) LEGAL COMPLIANCE. Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, Applicable Laws,
and the requirements of any stock exchange or quotation system upon which the
Shares may then be listed or quoted, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.
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<PAGE>
(b) INVESTMENT REPRESENTATIONS. As a condition to the exercise of an
Option, the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.
17. LIABILITY OF COMPANY. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.
18. RESERVATION OF SHARES. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
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EXHIBIT 4.2
C-CUBE MICROSYSTEMS INC.
NONQUALIFIED STOCK OPTION AGREEMENT
C-Cube Microsystems Inc. (the "Company") granted to the individual named
below an option to purchase certain shares of common stock of the Company, in
the manner and subject to the provisions of this Option Agreement.
19. DEFINITIONS:
(i) "Optionee" shall mean _____________________________________.
(ii) "Date of Option Grant" shall
mean _______________________________.
(iii) "Number of Option Shares" shall mean _________________________
shares of common stock of the Company as adjusted from time to
time pursuant to paragraph 9 below.
(iv) "Exercise Price" shall mean $________ per share as adjusted from
time to time pursuant to paragraph 9 below.
(v) "Initial Exercise Date" shall be the Initial Vesting Date.
(vi) "Initial Vesting Date" shall be the date occurring one (1) year
after __________________.
(vii) Determination of "Vested Ratio":
VESTED RATIO
Prior to Initial Vesting Date
-------------
On Initial Vesting Date,
provided the Optionee is -------------
continuously employed by a
Participating Company from
the Date of Option Grant
until the Initial Vesting Date
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<PAGE>
PLUS
For each full month of the
Optionee's continuous -------------
employment by a Participating
Company from the Initial
Vesting Date
In no event shall the Vested Ratio
exceed 1/1 -------------
(viii) "Option Term Date" shall mean the date ten (10) years after the
Date of Option Grant.
(ix) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(x) "Company" shall mean C-Cube Microsystems Inc., a Delaware
Corporation, and any successor Corporation thereto.
(xi) "Participating Company" shall mean (i) the Company and (ii) any
present or future parent and/or subsidiary Corporation of the
Company while such Corporation is a parent or subsidiary of the
Company. For purposes of this Option Agreement, a parent
Corporation and a subsidiary Corporation shall be defined in
Section 424(e) and 424(f) of the Code.
(xii) "Participating Company Group" shall mean at any point in time all
corporations collectively which are then a Participating Company.
(xiii) "Plan" shall mean the C-Cube Microsystems Inc. Supplemental Stock
Option Plan
20. STATUS OF THE OPTION. This Option is intended to be a nonstatutory stock
option and shall not be treated as an incentive stock option within the meaning
of Section 422(b) of the Code.
21. ADMINISTRATION. All questions of interpretation concerning this Option
Agreement shall be determined by the Board of Directors of the Company (the
"Board") and/or by a duly appointed committee of the Board having such powers as
shall be specified by the Board. Any subsequent references herein to the Board
shall also mean the committee if such committee has been appointed and, unless
the powers of the committee have been specifically limited, the committee shall
have all of the powers of the Board granted in the Plan, including, without
limitation, the power to terminate or amend the Plan at any time, subject to the
terms of the Plan and any applicable limitations imposed by law. All
determinations by the Board shall be final and binding upon all persons having
an interest in the Option. Any officer of a Participating Company shall have
the authority to act on behalf of the Company with respect to any matter, right,
obligation, or election which is the responsibility of or which is allocated to
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the Company herein, provided the officer has apparent authority with respect to
such matter, right, obligation or election.
22. EXERCISE OF OPTION.
(i) RIGHT TO EXERCISE. The Option shall first become exercisable on
the Initial Exercise Date. The Option shall be exercisable on and after the
Initial Exercise Date and prior to the termination of the Option in the amount
equal to the Number of Option Shares multiplied by the Vested Ratio as set forth
in paragraph 1 above less the number of shares previously acquired upon exercise
of the Option. In no event shall the Option be exercisable for more shares
than the Number of Option Shares. In addition to the foregoing, in the event
that the adoption of the Plan or any amendment of the Plan is subject to the
approval of the Company's stockholders in order for the Option to comply with
the requirements of Rule 16b-3, promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Option shall not be exercisable prior
to such stockholder approval if the Optionee is subject to Section 16(b) of the
Exchange Act, unless the Board, in its sole discretion, approves the exercise of
the Option prior to such stockholder approval.
(ii) METHOD OF EXERCISE. The Option may be exercised by written
notice to the Company which must state the election to exercise the Option, the
number of shares for which the Option is being exercised and such other
representations and agreements as to the Optionee's investment intent with
respect to such shares as may be required pursuant to the provisions of this
Option Agreement. The written notice must be signed by the Optionee and must be
delivered in person or by certified or registered mail, return receipt
requested, to the Chief Financial Officer of the Company, or other authorized
representative of the Participating Company Group, prior to the termination of
the Option as set forth in paragraph 6 below, accompanied by full payment of the
exercise price for the number of shares being purchased.
(iii) FORM OF PAYMENT OF OPTION PRICE. Such payment shall be made (i)
in cash, by check, or cash equivalent, (ii) by tender to the Company of shares
of the Company's common stock owned by the Optionee having a value not less than
the option price, which either have been owned by the Optionee for more than six
(6) months or were not acquired, directly or indirectly, from the Company, (iii)
by Immediate Sales Proceeds, as defined below, or (iv) by any combination of the
foregoing. Notwithstanding the foregoing, the Option may not be exercised by
tender to the Company of shares of the Company's common stock to the extent such
tender of stock would constitute a violation of the provisions of any law,
regulation and/or agreement restricting the redemption of the Company's common
stock. "Immediate Sales Proceeds" shall mean the assignment in form acceptable
to the Company of the proceeds of a sale of some or all of the shares acquired
upon the exercise of the Option pursuant to a program and/or procedure approved
by the Company (including, without limitation, through an exercise complying
with the provisions of Regulation T as promulgated from time to time by the
Board of Governors of the Federal Reserve System). The Company reserves, at any
and all times, the right, in the Company's sole and absolute discretion, to
decline to approve any such program and/or procedures.
(iv) TAX WITHHOLDING. At the time the Option is exercised, in whole
or in part, or at any time thereafter as requested by the Company, the Optionee
hereby authorizes withholding from
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<PAGE>
payroll and any other amounts payable to the Optionee, and otherwise agrees to
make adequate provision for, any sums required to satisfy the foreign, federal
and state tax withholding obligations of the Company, if any, which arise in
connection with the Option, including, without limitation, obligations arising
upon (i) the exercise, in whole or in part, of the Option, (ii) the transfer, in
whole or in part, of any shares acquired on exercise of the Option, (iii) the
operation of any law or regulation providing for the imputation of interest, or
(iv) the lapsing of any restriction with respect to any shares acquired on
exercise of the Option.
The Optionee is cautioned that the Option is not exercisable
unless the tax withholding obligations of the Company are satisfied.
Accordingly, the Optionee may not be able to exercise the Option when desired
even though the Option is vested, and the Company shall have no obligation to
issue a certificate for such shares or release such shares from any escrow.
(v) CERTIFICATE REGISTRATION. The certificate or certificates for
the shares as to which the Option shall be exercised shall be registered in the
name of the Optionee, or, if applicable, the heirs of the Optionee.
(vi) RESTRICTIONS ON GRANT OF THE OPTION AND ISSUANCE OF SHARES. The
grant of the Option and the issuance of the shares upon exercise of the Option
shall be subject to compliance with all applicable requirements of foreign,
federal or state law with respect to such securities. The Option may not be
exercised if the issuance of shares upon such exercise would constitute a
violation of any applicable foreign, federal or state securities laws or other
law or regulations or the requirements of any stock exchange or market system
upon which the shares may then be listed. In addition, no Option may be
exercised unless (i) a registration statement under the Securities Act of 1933,
as amended (the "Securities Act"), shall at the time of exercise of the Option
be in effect with respect to the shares issuable upon exercise of the Option or
(ii) in the opinion of legal counsel to the Company, the share issuable upon
exercise of the Option may be issued in accordance with the terms of an
applicable exemption from the registration requirements of the Securities Act.
THE OPTIONEE IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISABLE UNLESS THE
FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE
TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. Questions
concerning this restriction should be directed to the Chief Financial Officer of
the Company. The inability of the Company to obtain from any regulatory body
having jurisdiction the authority, if any, deemed by the Company's legal counsel
to be necessary to the lawful issuance and sale of any shares subject to the
Option shall relieve the Company of any liability in respect of the failure to
issue or sell such shares as to which such requisite authority shall not have
been obtained. As a condition to the exercise of the Option, the Company may
require the Optionee to satisfy any qualifications that may be necessary or
appropriate, to evidence compliance with any applicable law or regulation and to
make any representation or warranty with respect thereto as may be requested by
the Company.
(vii) FRACTIONAL SHARES. The Company shall not be required to issue
fractional shares upon the exercise of the Option.
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<PAGE>
23. NON-TRANSFERABILITY OF THE OPTION. The Option may be exercised during the
lifetime of the Optionee only by the Optionee or the Optionee's guardian or
legal representative any may not be assigned or transferred in any manner except
by will or by the laws of descent and distribution. Following the death of the
Optionee, the Option, to the extent provided in paragraph 7, may be exercised by
the Optionee's legal representative or by any person empowered to do so under
the deceased Optionee's will or under the then applicable laws of descent and
distribution.
24. TERMINATION OF THE OPTION. The Option shall terminate and may no longer be
exercised on the first to occur of (a) the Option Term Date as defined above,
(b) the last date for exercising the Option following termination of employment
as described in paragraph 7 below, or (c) upon a Transfer of Control as
described in paragraph 8 below.
25. TERMINATION OF EMPLOYMENT.
(i) TERMINATION OF THE OPTION. If the Optionee ceases to be an
employee of the Participating Company Group for any reason, except death or
disability within the meaning of Section 422(c) of the Code, the Option, to the
extent unexercised and exercisable by the Optionee on the date on which the
Optionee ceased to be an employee, may be exercised by the Optionee within three
(3) months after the date on which the Optionee's employment terminated, but in
any event no later than the Option Term Date. If the Optionee's employment with
the Participating Company Group is terminated because of death or disability of
the Optionee within the meaning of Section 422(c) of the Code, the Option, to
the extent unexercised, and exercisable by the Optionee (or the Optionee's legal
representative) at any time prior to the expiration of six (6) months from the
date on which the Optionee's employment terminated, but in any event no later
than the Option Term Date. The Optionee's employment shall be deemed to have
terminated on account of death if the Optionee dies within three (3) months
after the Optionee's termination of employment.
(ii) TERMINATION OF EMPLOYMENT DEFINED. For purposes of this
paragraph 7, the Optionee's employment shall be deemed to have terminated either
upon an actual termination of employment or upon the Optionee's employer ceasing
to be a Participating Company.
(iii) EXERCISE PREVENTED BY LAW. Except as provided in this paragraph
7, the Option shall terminate and may not be exercised after the Optionee's
employment with the Participating Company Group terminates unless the exercise
of the Option in accordance with this paragraph 7 is prevented, the Option shall
remain exercisable until three (3) months after the date the Optionee is
notified by the Company that the Option is exercisable, but in any event no
later than the Option Term Date.
(iv) OPTIONEE SUBJECT TO SECTION 16(b). Notwithstanding the
foregoing, if the exercise of the Option within the applicable time periods set
forth above would subject the Optionee to suit under Section 16(b) of the
Exchange Act, the Option shall remain exercisable until the earliest to occur of
(i) the tenth (10th) day following the date on which the Optionee would no
longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day
after the Optionee's termination of employment, or (iii) the Option Term Date.
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<PAGE>
(v) LEAVE OF ABSENCE. For purposes hereof, the Optionee's employment
with the Participating Company Group shall not be deemed to terminate if the
Optionee takes any military leave, sick leave, or other bona fide leave of
absence approved by the Company of ninety (90) days or less. In the event of a
leave in excess of ninety (90) days, the Optionee's employment shall be deemed
to terminate on the ninety-first (91st) day of the leave unless the Optionee's
right to reemployment with the Participating Company Group remains guaranteed by
statute or contract. Notwithstanding the foregoing, however, a leave of absence
shall be treated as employment for purposes of determining the Optionee's Vested
Ratio if an only if the leave of absence is designated by the Company as (or
required by law to be) a leave for which vesting credit is given.
(vi) APPLICATION TO CONSULTANTS. For purposes of this Option
Agreement, in the event an Optionee is a consultant but not an employee of a
Participating Company at the time the Option is granted, termination of the
Optionee's status as a consultant of the Participating Company shall be deemed
to be termination of the Optionee's employment.
26. TRANSFER OF CONTROL. A "Transfer of Control" shall be deemed to have
occurred in the event any of the following occurs with respect to the Company:
(a) a merger or consolidation in which the Company is not the
surviving Corporation;
(b) a merger or consolidation in which the Company is the
surviving Corporation where the stockholders of the Company before such merger
or consolidation do not retain, directly or indirectly, at least a majority of
the beneficial interest in the voting stock of the Company after such merger or
consolidation;
(c) the sale, exchange, or transfer of all or substantially all
of the assets of the Company (other than a sale, exchange, or transfer to one(1)
or more subsidiary corporations (as defined in Section 2.1 above) of the
Company);
(d) the direct or indirect sale or exchange by the stockholders
of the Company of all or substantially all of the stock of the Company where the
stockholders of the Company before such sale or exchange do not retain, directly
or indirectly, at least a majority of the beneficial interest in the voting
stock of the Company after such sale or exchange; or
(e) a liquidation or dissolution of the Company.
In the event of a Transfer of Control, the Board, in its sole
discretion, may arrange with the surviving, continuing, successor, or purchasing
Corporation or parent Corporation thereof, as the case may be (the "Acquiring
Corporation"), for the Acquiring Corporation to assume the Company's rights and
obligations under the Option or substitute options for the Acquiring
Corporation's stock for the Option. To the extent the Option is neither assumed
or substituted for by the Acquiring Corporation in connection with the Transfer
in Control nor exercised as of the date of the Transfer of Control, the Option
shall terminate and cease to be outstanding effective as of the date of the
Transfer of Control.
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27. EFFECT OF CHANGE IN STOCK SUBJECT TO THE OPTION. Appropriate adjustments
shall be made in the number, exercise price and class of shares of stock subject
to the Option in the event of a stock dividend, stock split, reverse stock
split, recapitalization, combination, reclassification, or like change in the
capital structure of the Company. In the event a majority of the shares which
are of the same class as the shares that are subject to the Option are exchanged
for, converted into, or otherwise become (whether or not pursuant to a Transfer
of Control) shares of another Corporation (the "New Shares"), the Company may
unilaterally amend the Option to provide that the Option is exercisable for New
Shares. In the event of any such amendment, the number of shares and the
exercise price shall be adjusted in a fair and equitable manner.
28. RIGHTS AS A STOCKHOLDER OR EMPLOYEE. The Optionee shall have no rights as
a stockholder with respect to any shares covered by the Option until the date of
the issuance of a certificate or certificates for the shares for which the
Option has been exercised. No adjustment shall be made for dividends or
distributions or other rights for which the record date is prior to the date
such certificate or certificates are issued, except as provided in paragraph 9
above. Nothing in the Option shall confer upon the Optionee any right to
continue in the employ of a Participating Company or interfere in any way with
any right of the Participating Company Group to terminate the Optionee's
employment at any time.
29. LEGENDS. The Company may at any time place legends referencing any
applicable federal or state securities law restrictions on all certificates
representing shares of stock subject to the provisions of this Option Agreement.
The Optionee shall, at the request of the Company, promptly present to the
Company any and all certificates representing shares acquired pursuant to the
Option in the possession of the Optionee in order to effectuate the provisions
of this paragraph.
30. BINDING EFFECT. This Option Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
31. TERMINATION OF AMENDMENT. The Board, including any duly appointed
committee of the Board, may terminate or amend the Plan and/or the Option at any
time; provided, however, that no such termination or amendment may adversely
affect the Option or any unexercised portion hereof without the consent of the
Optionee.
32. INTEGRATED AGREEMENT. This Option Agreement constitutes the entire
understanding and agreement of the Optionee and the Participating Company Group
with respect to the subject matter contained herein, and there are no
agreements, understandings, restrictions, representations, or warranties among
the Optionee and the Company other than those as set forth or provided for
herein. To the extent contemplated herein, the provisions of this Option
Agreement shall survive any exercise of the Option and shall remain in full
force and effect.
33. APPLICABLE LAW. This Option Agreement shall be governed by the laws of the
State of California as such laws are applied to agreements between California
residents entered into and to be performed entirely within the State of
California.
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C-CUBE MICROSYSTEMS INC.
By:
--------------------------------
Title: Chief Financial Officer
The Optionee represents that the Optionee is familiar with the terms and
provisions of this Option Agreement and hereby accepts the Option subject to all
of the terms and provisions thereof. The Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Board upon
any questions arising under this Option Agreement.
Date:
--------------------------- -------------------------------------
(Signature)
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NONQUALIFIED STOCK OPTION
EXERCISE FORM
C-Cube Microsystems Inc.
1778 McCarthy Boulevard
Milpitas, California 95035
Attention: Chief Financial Officer
Gentlemen and Ladies:
The undersigned optionee (the "Optionee") was granted a nonqualified stock
option (the "Option") to purchase shares of the common stock of C-Cube
Microsystems Inc. (The "Company") on __________________, 19__, pursuant to the
Company's Supplemental Stock Option Plan (the "Plan") and pursuant to the
Nonqualified Stock Option Agreement (the "Option Agreement"). The Optionee
hereby elects to exercise the Option as to __________ shares of the common stock
of the Company (the "Shares").
Enclosed herewith is full payment for the Shares in the manner set forth in the
Option Agreement. The Optionee authorizes payroll withholding and otherwise
will make adequate provision for foreign, federal and state tax withholding
obligations of the Company, if any, as more fully set forth in the Option
Agreement.
The Optionee agrees that the Shares are being acquired by the Optionee in
accordance with and subject to the terms, provisions and conditions of the
Supplemental Option Agreement, to all of which the Optionee hereby expressly
assents. These agreements shall inure to the benefit of and be binding upon the
Optionee's heirs, executor, administrators, successors and assigns.
The Optionee's address of record is:
-------------------------
-------------------------
and the Optionee's Social Security Number is:
-------------------------
Very truly yours,
- ------------------------
Receipt of the above is hereby acknowledged.
C-Cube Microsystems Inc.
By:
------------------------
Title: Chief Financial Officer
Dated:
------------------------
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EXHIBIT 5.1
May 13, 1996
C-Cube Microsystems Inc.
1778 McCarthy Blvd.
Milpitas, CA 95035
RE: REGISTRATION STATEMENT ON FORM S-8
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 May 15, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 800,000 shares of your Common Stock
reserved for issuance under the Supplemental Stock Option Plan (the "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 Plan.
It is our opinion that, when issued and sold in the manner referred to in
the Plan and pursuant to the agreements which accompany the 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 Prospectus constituting a part thereof,
and any amendments thereto. This opinion may be incorporated by reference in
any abbreviated registration statement filed pursuant to Rule 462 under the
Securities Act with respect to the Registration Statement.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
/s/ Wilson, Sonsini, Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
of C-Cube Microsystems Inc. on Form S-8 of the reports dated January 17, 1996
appearing in the Annual Report on Form 10-K of C-Cube Microsystems Inc. for the
year ended December 31, 1995.
Deloitte & Touche LLP
/s/ Deloitte & Touche LLP
Palo Alto, California
May 10, 1996
