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As filed with the Securities and Exchange Commission on April 25, 2003
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 (State or other jurisdiction of incorporation or organization) |
74-2793174 (I.R.S. Employer Identification No.) |
|
4635 BOSTON LANE AUSTIN, TEXAS 78735 (Address of principal executive offices) (Zip Code) |
||
SILICON LABORATORIES INC.
2000 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED MARCH 8, 2001
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
| Title of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Aggregate Offering Price (2) |
Amount of Registration Fee |
||||
|---|---|---|---|---|---|---|---|---|
| 2000 Stock Incentive Plan, as amended and restated March 8, 2001 Common Stock, $0.0001 par value |
2,445,187 shares | $27.925 | $68,281,846.98 | $5,524.00 | ||||
| Employee Stock Purchase Plan Common Stock, $0.0001 par value |
244,519 shares | $27.925 | $6,828,193.08 | $ 552.40 | ||||
| Aggregate Registration Fee: | $6,076.40 | |||||||
- (1)
- This
Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Silicon Laboratories Inc. 2000 Stock Incentive Plan, as
amended and restated March 8, 2001, 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 Registrant's Common Stock on April 21, 2003 as reported by the Nasdaq National Market.
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 28, 2002, filed with the Commission on January 22, 2003;
- (b)
- The
Registrant's Quarterly Report on Form 10-Q for the period ended March 29, 2003, filed with the Commission on April 21, 2003; and
- (c)
- The
Registrant's Current Reports on Form 8-K filed with the Commission on April 21, 2003;
- (d)
- 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 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL") provides, in effect, that any person made a party to any action by reason of the fact that he is or was a director, officer, employee or agent of the Registrant may and, in some cases, must be indemnified by the Registrant against, in the case of a non-derivative action, judgments, fines, amounts paid in settlement and reasonable expenses (including attorneys' fees) incurred by him as a result of such action, and in the case of a derivative action, against expenses(including attorneys' fees), if in either type of action he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant. This indemnification does not apply, in a derivative action, to matters as to which it is adjudged that the director, officer, employee or agent is liable to the Registrant, unless upon court order it is determined that, despite such adjudication of liability, but in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for expenses, and, in a non-derivative action, to any criminal proceeding in which such person had no reasonable cause to believe his conduct was unlawful.
The Registrant's certificate of incorporation provides that no director shall be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the
II-1
DGCL. The Registrant's bylaws require it to indemnify its directors and executive officers to the fullest extent permitted by Delaware law. The Registrant has entered into indemnification agreements with all of its directors and executive officers and has purchased directors' and officers' liability insurance.
Reference is made to the underwriting agreement filed as Exhibit 1.1 to Registrant's Registration Statement No. 333-94853, pursuant to which the underwriters have agreed to indemnify the Registrant's officers and directors against certain liabilities under the Securities Act.
Item 7. Exemption from Registration Claimed
Not applicable.
| Number |
Exhibit |
|
|---|---|---|
| 4 | Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 000-29823 on Form 8-A12G which is incorporated herein by reference pursuant to Item 3(d). | |
| 5 | Opinion and consent of Morgan, Lewis & Bockius LLP. | |
| 23.1 | Consent of Ernst & Young LLP, Independent Auditors. | |
| 23.2 | Consent of Morgan, Lewis & Bockius LLP is contained in Exhibit 5. | |
| 24 | Power of Attorney. Reference is made to page II-4 of this Registration Statement. | |
| 99.1* | Silicon Laboratories Inc. 2000 Stock Incentive Plan, as amended and restated March 8, 2001. | |
| 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.
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 Act, as amended (the "1933 Act"), (ii) to reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (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 Registrant's 2000 Stock Incentive Plan, as amended and restated March 8, 2001, and Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into this 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.
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C. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers, or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such issue.
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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 24th day of April, 2003.
| SILICON LABORATORIES INC. | |||
By: |
/s/ NAVDEEP S. SOOCH Navdeep S. Sooch Chief Executive Officer and Chairman of the Board of Directors |
||
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, Chief Executive Officer and Chairman of the Board of Directors, and Russell J. Brennan, Vice President and Chief Financial Officer, 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 |
||
|---|---|---|---|---|
| /s/ NAVDEEP S. SOOCH Navdeep S. Sooch |
Chief Executive Officer and Chairman of the Board of Directors (principal executive officer) | April 24, 2003 | ||
/s/ RUSSELL J. BRENNAN Russell J. Brennan |
Vice President and Chief Financial Officer (principal financial and accounting officer) |
April 24, 2003 |
||
/s/ JEFFREY W. SCOTT Jeffrey W. Scott |
Vice President and Director |
April 24, 2003 |
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| Signature |
Title |
Date |
||
|---|---|---|---|---|
| /s/ DAVID R. WELLAND David R. Welland |
Vice President and Director | April 24, 2003 | ||
/s/ WILLIAM P. WOOD William P. Wood |
Director |
April 24, 2003 |
||
/s/ H. BERRY CASH H. Berry Cash |
Director |
April 24, 2003 |
||
/s/ WILLIAM G. BOCK William G. Bock |
Director |
April 24, 2003 |
||
/s/ ROBERT TED ENLOE III Robert Ted Enloe III |
Director |
April 24, 2003 |
II-5
| Number |
Exhibit |
|
|---|---|---|
| 4 | Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 000-29823 on Form 8-A12G which is incorporated herein by reference pursuant to Item 3(d). | |
| 5 | Opinion and consent of Morgan, Lewis & Bockius LLP. | |
| 23.1 | Consent of Ernst & Young LLP, Independent Auditors. | |
| 23.2 | Consent of Morgan, Lewis & Bockius LLP is contained in Exhibit 5. | |
| 24 | Power of Attorney. Reference is made to page II-4 of this Registration Statement. | |
| 99.1* | Silicon Laboratories Inc. 2000 Stock Incentive Plan, as amended and restated March 8, 2001. | |
| 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.
PART II Information Required in the Registration Statement
-
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
Item 9. Undertakings.
POWER OF ATTORNEY
EXHIBIT INDEX
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OPINION AND CONSENT OF MORGAN, LEWIS & BOCKIUS LLP.
April 25, 2003
Silicon
Laboratories Inc.
4635 Boston Lane
Austin, Texas 78735
- Re:
- Silicon
Laboratories Inc. (the "Company") Registration Statement for
Offering of an Aggregate of 2,689,706 Shares of Common Stock (the "Shares")
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 (a) 2,445,187 shares of the Company's common stock for issuance under the Company's 2000 Stock Incentive Plan and (b) 244,519 shares of the Company's common stock for issuance under the Company's Employee Stock Purchase Plan (collectively, 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 (a) the provisions of stock option agreements duly authorized under the 2000 Stock Incentive Plan and in accordance with the Registration Statement, or (b) duly authorized direct stock issuances under the 2000 Stock Incentive Plan effected 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/ Morgan, Lewis & Bockius LLP
MORGAN, LEWIS & BOCKIUS LLP
OPINION AND CONSENT OF MORGAN, LEWIS & BOCKIUS LLP.
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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, as amended and restated March 8, 2001, and the Employee Stock Purchase Plan of Silicon Laboratories Inc. of our report dated January 15, 2003, with respect to the consolidated financial statements of Silicon Laboratories Inc. included in its Annual Report (Form 10-K) for the year ended December 28, 2002, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Austin,
Texas
April 21, 2003
CONSENT OF INDEPENDENT AUDITORS