As filed with the Securities and Exchange Commission on March 6, 2002
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
SILICON LABORATORIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-2793174
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
4635 BOSTON LANE
AUSTIN, TEXAS 78735
(Address of principal executive offices) (Zip Code)
SILICON LABORATORIES INC.
2000 STOCK INCENTIVE PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan(s))
----------------
NAVDEEP S. SOOCH
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
SILICON LABORATORIES INC.
4635 BOSTON LANE
AUSTIN, TEXAS 78735
(Name and address of agent for service)
(512) 416-8500
(Telephone Number, including area code, of agent for service)
----------------
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed Maximum
Amount to be Offering Price per Proposed Maximum Amount of
Title of Securities to be Registered Registered(1) Share(2) Aggregate Offering Price(2) Registration Fee
- ------------------------------------ ---------------- ------------------ --------------------------- ----------------
2000 STOCK INCENTIVE PLAN
- -------------------------------
Common Stock, $0.0001 par value 2,432,003 shares $26.52 $64,484,559.55 $5,932.58
EMPLOYEE STOCK PURCHASE PLAN
- -------------------------------
Common Stock, $0.0001 par value 243,200 shares $26.52 $6,448,448.00 $593.26
---------------- ----------------
2,675,203 shares Aggregate Registration Fee $6,525.84
================ ================
===================================================================================================================================
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Registrant's 2000 Stock
Incentive Plan and Employee Stock Purchase Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the Registrant's receipt of consideration which results
in an increase in the number of the outstanding shares of Registrant's
Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the
high and low selling price per share of the Registrant's Common Stock on
February 28, 2002, as reported by the Nasdaq National Market.
Pursuant to General Instruction E to Form S-8, this
Registration Statement on Form S-8 registers the offer and sale of an
additional 2,675,203 shares of Common Stock of the Registrant for issuance
under the Registrant's 2000 Stock Incentive Plan and Employee Stock Purchase
Plan. The contents of the prior Registration Statement relating to the Plans,
Filing No. 333-60794 and 333-39528, respectively, are incorporated herein by
reference.
PART II
Information Required in the Registration Statement
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Silicon Laboratories Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 29, 2001 filed with the Commission on
January 22, 2002;
(b) The Registrant's Registration Statement No. 000-29823 on Form
8-A12G filed with the Commission on March 7, 2000, in which
there is described the terms, rights and provisions applicable
to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act") after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which de-registers all securities then remaining unsold shall
be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such
documents. Any statement contained 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 subsequently filed document
which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such 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
Exhibit Number Exhibit
-------------- -------
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to pages II-2 and
II-3 of this Registration Statement.
99.1* Silicon Laboratories Inc. 2000 Stock Incentive Plan.
99.2** Silicon Laboratories Inc. Employee Stock Purchase Plan.
* Exhibit 99.1 is incorporated herein by reference to Exhibits 99.1 to
Registrant's Registration Statement No. 333-60794 on Form S-8 filed with the SEC
on May 11, 2001.
** Exhibit 99.2 is incorporated herein by reference to Exhibits 99.2 to
Registrant's Registration Statement No. 333-39528 on Form S-8 filed with the SEC
on June 16, 2000.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Austin, State of Texas
on this 6th day of March, 2002.
SILICON LABORATORIES INC.
By: /s/ Navdeep S. Sooch
---------------------------
Navdeep S. Sooch
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Silicon Laboratories Inc., a
Delaware corporation, do hereby constitute and appoint Navdeep S. Sooch and John
W. McGovern and each of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or any one of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
Chief Executive Officer and Chairman
/s/ Navdeep S. Sooch of the Board of Directors (principal March 6, 2002
- ------------------------------ executive officer)
Navdeep S. Sooch
Vice President and Chief Financial
/s/ John W. McGovern Officer (principal financial and March 6, 2002
- ------------------------------ accounting officer)
John W. McGovern
II-2
/s/ Jeffrey W. Scott Vice President of Engineering and March 6, 2002
- ------------------------------ Director
Jeffrey W. Scott
/s/ David R. Welland Vice President of Technology and March 6, 2002
- ------------------------------ Director
David R. Welland
/s/ William P. Wood Director March 6, 2002
- ------------------------------
William P. Wood
/s/ H. Berry Cash Director March 6, 2002
- ------------------------------
H. Berry Cash
/s/ William G. Bock Director March 6, 2002
- ------------------------------
William G. Bock
II-3
EXHIBIT INDEX
Exhibit Number Exhibit
-------------- -------
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained
in Exhibit 5.
24 Power of Attorney. Reference is made to pages II-2 and
II-3 of this Registration Statement.
99.1* Silicon Laboratories Inc. 2000 Stock Incentive Plan.
99.2** Silicon Laboratories Inc. Employee Stock Purchase Plan.
* Exhibit 99.1 is incorporated herein by reference to Exhibits 99.1 to
Registrant's Registration Statement No. 333-60794 on Form S-8 filed with the
SEC on May 11, 2001.
** Exhibit 99.2 is incorporated herein by reference to Exhibits 99.2 to
Registrant's Registration Statement No. 333-39528 on Form S-8 filed with the
SEC on June 16, 2000.
EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
March 6, 2002
Silicon Laboratories Inc.
4635 Boston Lane
Austin, Texas 78735
Re: SILICON LABORATORIES INC. - REGISTRATION STATEMENT FOR OFFERING OF AN
AGGREGATE OF 2,675,203 SHARES OF COMMON STOCK
Ladies and Gentlemen:
We have acted as counsel to Silicon Laboratories Inc., a Delaware corporation
(the "Company"), in connection with the registration on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, of
2,675,203 additional shares of the Company's common stock (the "Shares") for
issuance under the Company's 2000 Stock Incentive Plan and the Employee Stock
Purchase Plan (the "Plans").
This opinion is being furnished in accordance with the requirements of Item 8
of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment and
implementation of the Plans. Based on such review, we are of the opinion
that, if, as and when the Shares have been issued and sold (and the
consideration therefor received) pursuant to the (a) provisions of stock
option agreements duly authorized under the 2000 Stock Incentive Plan and in
accordance with the Registration Statement, (b) duly authorized direct stock
issuances under the 2000 Stock Incentive Plan and in accordance with the
Registration Statement or (c) duly authorized stock purchase rights issued
under the Employee Stock Purchase Plan effected in accordance with the
Registration Statement, such Shares will be duly authorized, legally issued,
fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company, the Plans or the Shares.
Very truly yours,
/S/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 2000 Stock Incentive Plan and the Employee Stock
Purchase Plan of Silicon Laboratories Inc. of our report dated January 16,
2002, with respect to the consolidated financial statements of Silicon
Laboratories Inc. included in its Annual Report (Form 10-K) for the year
ended December 29, 2001, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Austin, Texas
March 4, 2002
