As filed with the Securities and Exchange Commission on February 21, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________________
GENESIS MICROCHIP INC.
(Exact name of registrant as specified in its charter)
______________________
Delaware 77-0584301
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
______________________
2150 Gold Street
Alviso, California 95002
(Address of Principal Executive Offices) (Zip code)
______________________
1987 Stock Option Plan
1997 Employee Stock Option Plan
1997 Employee Stock Purchase Plan
1997 Non-Employee Stock Option Plan
2000 Nonstatutory Stock Option Plan
2001 Nonstatutory Stock Option Plan
Paradise Electronics, Inc. 1997 Stock Option Plan
Sage, Inc. Second Amended and Restated 1997 Stock Plan
(Full title of the plans)
______________________
Amnon Fisher
Genesis Microchip Inc.
2150 Gold Street
Alviso, CA 95002
(Name and address of agent for service)
______________________
(408) 262-6599
(Telephone number, including area code, of agent for service)
______________________
Copy to:
Selim Day, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
One Market, Spear Tower, Suite 3300
San Francisco, CA 94105
(415) 947-2000
______________________
CALCULATION OF REGISTRATION FEE
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Title Proposed Proposed maximum
of securities to Amount to be maximum offering aggregate Amount of
be registered registered price per share offering price registration fee
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Common Stock, par value $0.001 approved
for issuance under the 1987 Stock
Option Plan ................................ 6,046 $ 3.92(1) $ 23,700 $ 2.18
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Common Stock, par value $0.001 approved for
issuance under the 1997 Employee Stock 1,365,683 $ 18.34(1) $ 25,046,626 $ 2,304.29
Option Plan ................................ 579,668 $ 41.40(2) $ 23,998,255 $ 2,207.84
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Common Stock, par value $0.001 approved for
issuance under the 1997 Employee Stock
Purchase Plan .............................. 105,516 $ 35.95(3) $ 3,793,300 $ 348.98
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Common Stock, par value $0.001 approved for
issuance under the 1997 Non-Employee 57,813 $ 23.61(1) $ 1,364,965 $ 125.58
Stock Option Plan .......................... 225,675 $ 41.40(2) $ 9,342,945 $ 859.55
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Common Stock, par value $0.001 approved for
issuance under the 2000 Nonstatutory 738,126 $ 22.44(1) $ 16,563,547 $ 1,523.85
Stock Option Plan .......................... 633,739 $ 41.40(2) $ 26,236,795 $ 2,413.79
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Common Stock, par value $0.001 approved for
issuance under the 2001 Nonstatutory 706,849 $ 18.19(1) $ 12,857,583 $ 1,182.90
Stock Option Plan .......................... 88,800 $ 41.40(2) $ 3,676,320 $ 338.22
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Common Stock, par value $0.001 approved for
issuance under the Paradise Electronics,
Inc. 1997 Stock Option Plan ................ 32,475 $ 0.64(1) $ 20,784 $ 1.91
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Common Stock, par value $0.001 approved for
issuance under the Sage, Inc. Second
Amended and Restated 1997 Stock Plan ....... 1,406,993 (4) $ 17.34(5) $ 24,397,259 $ 2,244.55
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TOTALS: 5,947,383 -- $147,322,079 $13,553.64
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(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, based on the weighted average exercise
price of the outstanding options as of February 19, 2002.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, based on the average of the high and low
price per share of the common stock as reported on the Nasdaq National
Market on February 20, 2002.
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, based on 85% of the average of the high
and low price per share of the common stock as reported on the Nasdaq
National Market on February 20, 2002.
(4) All options outstanding under the Sage, Inc. Second Amended and Restated
1997 Stock Plan (the "Sage Options") are exercisable for the Registrant's
Common Stock. The Sage Options were assumed by the Registrant pursuant to
the Registrant's acquisition of Sage, Inc., by way of merger, effective
February 19, 2002. The exercise price per share is determined by dividing
the exercise price for Sage Options by the conversion ratio of 0.571, which
was used in the merger.
(5) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the total registration
fee. Calculated based on the weighted average exercise price for Sage
Options.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference the following documents
into this Registration Statement:
(a) Genesis Microchip Incorporated's Annual Report on Form 10-K for its
fiscal year ended March 31, 2001, filed on June 29, 2001, the Form 10-K
405/A filed on July 30, 2001 and the Form 10-K/A filed on December 3,
2001;
(b) Genesis Microchip Incorporated's Quarterly Report on Form 10-Q for its
quarter ended June 30, 2001, filed on August 14, 2001;
(c) Genesis Microchip Incorporated's current report on Form 8-K, filed on
September 28, 2001;
(d) Genesis Microchip Incorporated's Quarterly Report on Form 10-Q for its
quarter ended September 30, 2001, filed on October 22, 2001 and the
Form 10-Q/A filed on December 3, 2001;
(e) The description of the Registrant's common stock contained in its
registration statement on Form S-4, filed with the Securities and
Exchange Commission on October 25, 2001 and any amendment or report
filed with the Securities and Exchange Commission for the purpose of
updating such description;
(f) The Registrant's Registration Statement on Form 8-A filed pursuant to
Section 12 of the Securities Exchange Act of 1934 on January 7, 2002;
(g) Genesis Microchip Incorporated's Quarterly Report on Form 10-Q for its
quarter ended December 31, 2001, filed on February 7, 2002; and
(h) All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Rule 411(b) of the Securities Act of 1933, as amended, we
hereby incorporate by reference Part II Item 20 of the Registrant's Registration
Statement on Form S-4, including any amendments thereto (File No. 333-72202),
filed with the Securities and Exchange Commission on October 25, 2001.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number
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4.1 1987 Stock Option Plan.
4.2 1997 Employee Stock Option Plan.
4.3 1997 Employee Stock Purchase Plan.
4.4 1997 Non-Employee Stock Option Plan.
4.5 2000 Nonstatutory Stock Option Plan.
4.6 2001 Nonstatutory Stock Option Plan.
4.7 Paradise Electronics, Inc. 1997 Employee Stock Option Plan.
4.8 Sage, Inc. Second Amended and Restated 1997 Stock Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
regarding the validity of the securities being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4 hereof).
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
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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) 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 of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the 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 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.
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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 Alviso, California, on this 21st day of February, 2002.
GENESIS MICROCHIP INC.
By: /S/ Peter Mangan
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Peter Mangan
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Amnon Fisher and Peter Mangan, 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/S/ Alexander S. Lushtak Chairman February 21, 2002
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Alexander S. Lushtak
/S/ Amnon Fisher President and Chief Executive Officer February 21, 2002
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Amnon Fisher
/S/ Peter Mangan Chief Financial Officer and Chief February 21, 2002
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Peter Mangan Accounting Officer
/S/ James E. Donegan Director February 21, 2002
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James E. Donegan
/S/ George A. Duguay Director February 21, 2002
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George A. Duguay
/S/ Jeffrey Diamond Director February 21, 2002
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Jeffrey Diamond
/S/ Chandrashekar M. Reddy Director February 21, 2002
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Chandrashekar M. Reddy
/S/ N. Damodar Reddy Director February 21, 2002
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N. Damodar Reddy
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INDEX TO EXHIBITS
Exhibit
Number Exhibit Document
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4.1 1987 Stock Option Plan.
4.2 1997 Employee Stock Option Plan.
4.3 1997 Employee Stock Purchase Plan.
4.4 1997 Non-Employee Stock Option Plan.
4.5 2000 Nonstatutory Stock Option Plan.
4.6 2001 Nonstatutory Stock Option Plan.
4.7 Paradise Electronics, Inc. 1997 Employee Stock Option
Plan.
4.8 Sage, Inc. Second Amended and Restated 1997 Stock Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, regarding the validity of the securities
being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
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