<PAGE>
As filed with the Securities and Exchange Commission on April 2, 1999
Registration Statement No. 333-____
===============================================================================
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 registrant as specified in its charter)
___________________
Delaware 77-0192108
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1778 McCarthy Boulevard
Milpitas, California 95035
(Address and zip code of principal executive offices)
___________________
1998 Employee Stock Purchase Plan
1994 Employee Stock Plan
(Full titles of the Plans)
___________________
Walt Walczykowski
Vice President, Finance and
Chief Financial Officer
C-Cube Microsystems Inc.
1778 McCarthy Boulevard
Milpitas, California 95035
(408) 490-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________
Copy to:
Aaron J. Alter, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
===============================================================================
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered Share (1) Price (1) Fee (1)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value
Issuable under:
1998 Employee Stock
Purchase Plan....... 382,611(2) $19.28125 $ 7,377,218 $ 2,051.00
1994 Employee Stock
Plan................ 1,530,444(3) $19.28125 29,508,873 8,203.00
- -------------------------------------------------------------------------------
Total 1,913,055 -- $36,886,092 $10,254.00
===============================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of computing the amount of the registration
fee based on the average of the high and low prices of the registrant's
Common Stock as reported on the Nasdaq National Market on April 1,
1999.
(2) Does not include 800,000 shares of Common Stock that were registered
under a Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on July 21, 1998, for a registration fee of $4,528.00.
(3) Does not include shares of Common Stock that were registered under
Registration Statements on Form S-8 filed with the Securities and
Exchange Commission on July 21, 1998, May 16, 1996, May 14, 1996, March
27, 1996, February 16, 1995 and July 19, 1994.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information filed with the Securities
and Exchange Commission (the "Commission") by the registrant are
incorporated herein by reference:
(a) The registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 (File No. 000-23596) pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the latest fiscal year covered by the
document referred to in (a) above.
(c) The description of the registrant Common Stock as set forth in
the Registration Statement filed by the Company on Form 8-A (File No.
000-23596) filed pursuant to Section 12(g) of the Exchange Act and any
amendments or reports filed with the Commission for the purpose of updating
such description.
(d) The contents of the Company's Registration Statement on Forms S-8
(Registration Nos. 33-81718, 33-89474, 333-02812, 333-03677, 333-03877,
333-03881, 333-14799, 333-19777 and 333-59483).
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 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.
The class of securities to be offered is registered under Section 12
of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a
court to award, or a corporation's board of directors to grant,
indemnification to directors and officers in terms sufficiently broad to
permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the
Securities Act of 1933. The registrant's Bylaws provide for
indemnification of its directors, officers, employees and other agents to
the maximum extent permitted by the Delaware General Corporation Law. In
addition, the registrant maintains liability insurance for its directors
and principal executive officers, including insurance against liabilities
under the Securities Act of 1933 pursuant to a written agreement with each
such director and officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE> II-1
ITEM 8. EXHIBITS.
See Index to Exhibits.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(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, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement;
(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 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 Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
<PAGE> II-2
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<PAGE> II-3
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 San Jose, State of California, on
this 2nd day of April 1999.
By: /s/ Alexandre A. Balkanski, Ph.D.
Alexandre A. Balkanski, Ph.D.
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Alexandre Balkanski and Walt
Walczykowski, jointly and severally, as his true and lawful attorneys-in-
fact and agents, each 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 therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents 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 they might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their 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 on April 2, 1999, by the following
persons in the capacities indicated.
Signature Title Date
- ------------------------ ---------------------------------- -------------
/s/ Donald T. Valentine Director and Chairman of the Board April 2, 1999
Donald T. Valentine
/s/ Alexandre A. Balkanski President, Chief Executive Officer April 2, 1999
Alexandre A. Balkanski and Director (Principal Executive
Officer
/s/ Walt Walczykowski Vice President, Finance and Chief April 2, 1999
Walt Walczykowski Financial Officer (Principal
Financial and Accounting Officer)
/s/ Gregorio Reyes Director April 2, 1999
Gregorio Reyes
/s/ T.J. Rodgers Director April 2, 1999
T.J. Rodgers
/s/ Baryn S. Futa Director April 2, 1999
Baryn S. Futa
/s/ Donald McKinney Director April 2, 1999
Donald McKinney
<PAGE> II-4
INDEX TO EXHIBITS
Exhibit
Number Description of Document
------- ----------------------------------------------
5.1 Opinion of counsel with respect to the
securities being registered.
23.1 Independent auditors' consent.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
<PAGE>
EXHIBIT 5.1
April 1, 1999
C-Cube Microsystems Inc.
1778 McCarthy Blvd.
Milpitas, California 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 March 26,
1999 (the "Registration Statement") in connection with the registration
under the Securities Act of 1933, as amended, of 382,611 shares of your
Common Stock reserved for issuance under the 1998 Employee Stock Purchase
Plan and 1,530,444 additional shares of Common Stock reserved for issuance
under the 1994 Employee Stock Plan (collectively, the "Plans"). 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 Plans.
It is our opinion that, when issued and sold in the respective
manners referred to in the Plans and pursuant to the agreements which
accompany the Plans, 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 amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration
Statement of C-Cube Microsystems Inc. on Form S-8 of our reports dated
January 21, 1999, appearing in the Annual Report on Form 10-K of C-Cube
Microsystems Inc. for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
San Jose, California
April 2, 1999
