As
filed with the Securities and Exchange Commission on October 18,
2007
Registration
No.
333-
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
S-8
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REGISTRATION
STATEMENT
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Under
The
Securities Act of 1933
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GENESIS
MICROCHIP INC.
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(Exact
name of Registrant as specified in its
charter)
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Delaware
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77-0584301
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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2525
Augustine Drive
Santa
Clara, CA 95054
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(Address
of principal executive
offices)
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GENESIS
MICROCHIP INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
GENESIS
MICROCHIP INC. 2007 EQUITY INCENTIVE PLAN
GENESIS
MICROCHIP INC. 2007 EMPLOYEE STOCK PURCHASE PLAN
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(Full
title of the plan)
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Elias
Antoun
President
and Chief Executive Officer
Genesis
Microchip Inc.
2525
Augustine Drive
Santa
Clara, California 95054
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(Name
and address of agent for
service)
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(408)
919-8400
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(Telephone
number, including area code, of agent for
service)
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Copy
to:
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Selim
Day, Esq.
Wilson
Sonsini Goodrich & Rosati
Professional
Corporation
1301
Avenue of the Americas, 40th Floor
New
York, NY 10019
(212)
999-5800
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CALCULATION
OF REGISTRATION FEE
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Title of
Securities to
be
Registered
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Amount
to
be
Registered(1)
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Proposed
Maximum
Offering
Price
Per
Share(2)
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Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee(3)
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Common
Stock $0.001 par value per share,
to
be issued pursuant to the Genesis Microchip Inc. 1997 Employee Stock
Purchase Plan
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450,000
shares
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$6.80 (4)
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$3,060,000
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$93.94
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Common
Stock $0.001 par value per share,
to
be issued pursuant to the Genesis Microchip Inc. 2007 Employee Stock
Purchase Plan
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2,200,000
shares
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$6.80 (4)
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$14,960,000
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$459.27
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Common
Stock $0.001 par value per share,
to
be issued pursuant to the Genesis Microchip Inc. 2007 Equity Incentive
Plan
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8,180,048
shares
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$8.00
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$65,440,384
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$2,009.02
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(1) This
Registration Statement shall also cover any additional shares of
Registrant’s Common Stock that become issuable under the Genesis Microchip
Inc. 1997 Employee Stock Purchase Plan, the Genesis Microchip Inc.
2007
Employee Stock Purchase Plan and the Genesis Microchip Inc. 2007
Equity
Incentive Plan by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without
the
Registrant’s receipt of consideration that results in an increase in the
number of the Registrant’s outstanding shares of Common
Stock.
(2) Computed
in accordance with Rules 457(c) and (h) under the Securities Act
of 1933,
as amended, solely for the purpose of calculating the registration
fee on
the basis of the average of the high and low prices of the Registrant’s
Common Stock as reported on the Nasdaq Global Market on October,
15, 2007
which amount was $8.00 per share.
(3) Amount
of the Registration Fee was calculated pursuant to Section 6(b) of
the
Securities Act of 1933, as amended, and was determined by multiplying
the
aggregate offering price by 0.00003070.
(4) The
proposed maximum offering price per share of $6.80 per share was
determined by discounting the proposed maximum offering price per
share
(as computed in note 3 above) by 15% in accordance with the terms
of the
Genesis Microchip Inc. 1997 Employee Stock Purchase Plan and the
Genesis
Microchip Inc. 2007 Employee Stock Purchase Plan.
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EXPLANATORY
STATEMENT
Genesis
Microchip Inc. (the “Registrant”) is filing this Registration Statement on Form
S-8 to register 450,000 additional shares of the Registrant’s common stock that
have been reserved for issuance under the Genesis Microchip Inc. 1997 Employee
Stock Purchase Plan (the “1997 ESPP”). In addition, this Registration Statement
on Form S-8 is being filed to register 8,180,048 shares of the Registrant’s
common stock pursuant to the Genesis Microchip Inc. 2007 Equity Incentive Plan
and 2,200,000 shares of the Registrant’s common stock pursuant to the Genesis
Microchip Inc. 2007 Employee Stock Purchase Plan, which plans were approved
by
the Registrant’s stockholders approved on October 9, 2007.
REGISTRATION
OF ADDITIONAL SECURITIES
PURSUANT
TO GENERAL INSTRUCTION E TO FORM S-8
Pursuant
to the “evergreen” provisions of the 1997 ESPP, the number of shares of the
Registrant’s common stock for which options may be granted under that plan was
increased by 450,000 shares, effective November 1, 2007.
On
February 21, 2002, the Registrant filed a Registration Statement on Form
S-8 (Registration No. 333-83170) with the Securities and Exchange Commission
(the “Commission”) to register shares of the Registrant’s common stock that were
reserved for issuance pursuant to options granted under the Registrant’s 1997
Employee Stock Option Plan, 2000 Nonstatutory Stock Option Plan and 1997 ESPP.
On December 23, 2002, the Registrant filed an additional Registration
Statement on Form S-8 (Registration No. 333-102161) with respect to the
Registrant’s 1997 Employee Stock Option Plan, 2000 Nonstatutory Stock Option
Plan and 1997 ESPP. On November 1, 2004, the Registrant filed an additional
Registration Statement on Form S-8 (Registration No. 333-120136) with respect
to
the Registrant’s 1997 Employee Stock Option Plan, 2000 Nonstatutory Stock Option
Plan and 1997 ESPP. On November 10, 2005, the Registrant filed an
additional Registration Statement on Form S-8 (Registration No. 333-129624)
with
respect to the Registrant’s 1997 Employee Stock Option Plan, 2000 Nonstatutory
Stock Option Plan and 1997 ESPP. The contents of the foregoing Registration
Statements on Form S-8, including periodic reports that were filed after the
foregoing Registration Statements on Form S-8 to maintain current information
about the Registrant, are incorporated herein by reference pursuant to General
Instruction E of Form S-8. In addition, Part II, Items 3, 8 and 9 of this
Registration Statement on Form S-8 are incorporated herein by
reference.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE
The
following documents filed by the Registrant with the Commission pursuant to
the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) are
incorporated in this Registration Statement by reference:
(a) The
Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31,
2007, filed on June 12, 2007, as amended by Form 10-K/A, filed on September
4, 2007.
(b)(1) The
Registrant’s Current Report on Form 8-K, filed on April 27, 2007.
(b)(2) The
Registrant’s Current Report on Form 8-K, filed on June 12, 2007.
(b)(3) The
Registrant’s Current Report on Form 8-K, filed on June 19, 2007.
(b)(4) The
Registrant’s Current Report on Form 8-K, filed on October 15, 2007.
(b)(5) The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007,
filed on August 9, 2007.
(c)(1)
The
description of the Registrant’s common stock as set forth in the Registrant’s
Registration Statement on Form 8-A filed on January 7, 2002, as such
description may be amended from time to time.
(c)(2) The
description of the Registrant’s preferred stock purchase rights as set forth in
the Registrant’s Registration Statement on Form 8-A filed on June 28, 2002, as
amended by the Registrant’s Registration Statements on Forms 8-A/A filed on
August 5, 2002 and March 31, 2003, as such description may be amended from
time
to time.
All
documents subsequently filed with the Commission by the Registrant pursuant
to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of
a post-effective amendment to this Registration Statement that indicates that
all securities offered herein have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
For
the
purposes of this Registration Statement, any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to
be modified or superseded to the extent that a statement contained herein or
in
any other subsequently filed document that also is or 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 “Delaware Law”) authorizes a
court to award, or a corporation’s board of directors to grant, indemnity 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,
as amended. The Registrant’s Bylaws and Certificate of Incorporation provide for
indemnification of the Registrant’s directors, officers, employees and other
agents to the maximum extent permitted by Delaware Law. The directors and
officers of the Registrant are insured under policies of insurance maintained
by
the Registrant, subject to the limits of the policies, against certain losses
arising from any claims made against them by reason of being or having been
such
directors or officers. In addition, the Registrant has entered into
indemnification agreements with its directors and certain of its
officers.
ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED
Not
applicable.
ITEM
8. EXHIBITS
Exhibit
Number
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Description
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5.1
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Opinion
of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
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23.1
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Consent
of Independent Registered Public Accounting Firm.
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23.2
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Consent
of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(contained in Exhibit 5.1).
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24.1
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Power
of Attorney (included on the signature page to this Registration
Statement).
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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 (the “Securities Act”);
(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. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective 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 information required
to
be included in a post-effective amendment by those paragraphs is contained
in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 (the “Exchange Act”) that are incorporated by reference in this
registration statement.
(2) That,
for
the purpose of determining any liability under the
Securities 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
offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act, 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.
(c) Insofar
as indemnification for liabilities arising under the Securities Act 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 Commission, such indemnification is against
public policy as expressed in the Securities 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 Securities Act, and will be governed by the final
adjudication of such issue.
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 Santa Clara, State of California, on October 18,
2007.
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GENESIS MICROCHIP INC. |
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By: |
/s/ Linda Millage |
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Linda
Millage |
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Principal Accounting
Officer |
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Elias Antoun
and
Linda Millage, and each of them, with full power to act alone without the other,
his true and lawful attorneys-in-fact, with full power of substitution, for
him
in his name, 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, as amended, this Registration
Statement has been signed by the following persons in the capacities indicated
on October 18, 2007.
Signature
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Title
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Date
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/s/
Elias Antoun
Elias
Antoun
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President,
Chief Executive Officer and Director
(Principal
Executive Officer)
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October
18, 2007
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/s/
Linda Millage
Linda
Millage
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Principal
Accounting Officer
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October
18, 2007
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/s/
Jon Castor
Jon
Castor
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Director
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October
17, 2007
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/s/
Chieh Chang
Chieh
Chang
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Director
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October
16, 2007
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/s/
Tim Christoffersen
Tim
Christoffersen
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Director
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October
17, 2007
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/s/
Jeffrey Diamond
Jeffrey
Diamond
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Chairman
of the Board of Directors
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October
16, 2007
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/s/
Robert H. Kidd
Robert
H. Kidd
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Director
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October
17, 2007
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/s/
Chandrashekar M. Reddy
Chandrashekar
M. Reddy
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Director
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October
18, 2007
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Exhibit
Number
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Description
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5.1
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Opinion
of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
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23.1
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Consent
of Independent Registered Public Accounting Firm.
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23.2
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Consent
of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(contained in Exhibit 5.1).
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24.1
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Power
of Attorney (included on the signature page to this Registration
Statement).
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