Form S-8

As filed with the Securities and Exchange Commission on November 1, 2004

Registration No. 333-            

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

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

2150 Gold Street Alviso, California   95002
(Address of Principal Executive Offices)   (Zip Code)

 

 

1997 Employee Stock Option Plan

2000 Nonstatutory Stock Option Plan

1997 Employee Stock Purchase Plan

(Full title of the plans)

 

 

Eric Erdman

Interim Chief Executive Officer

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

12 East 49th Street, 30th Floor

New York, NY 10017

(212) 999-5800

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered   

Amount

to be

registered

   

Proposed

maximum

offering price

per share

    Proposed
maximum
aggregate
offering price		   

Amount of

registration fee

Common Stock, par value $0.001, approved for issuance under the 1997 Employee Stock Option Plan

    1,142,840    $ 14.14    $ 16,159,758    $ 2,047.44

Common Stock, par value $0.001, approved for issuance under the 2000 Nonstatutory Stock Option Plan

    1,142,840    $ 14.14    $ 16,159,758    $ 2,047.44

Common Stock, par value $0.001, approved for issuance under the 1997 Employee Stock Purchase Plan

    467,536    $ 14.14    $ 6,610,959    $ 837.61

TOTAL:

    2,753,216           $ 38,930,475    $ 4,932.49
(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, 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 October 28, 2004.

 

REGISTRATION STATEMENT

 

PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

 

On February 21, 2002, Genesis Microchip Inc. (the “Registrant”) filed a Registration Statement on Form S-8 (Registration No. 333-83170) with the Securities and Exchange 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 Employee Stock Purchase Plan. 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 Employee Stock Purchase Plan. On October 15, 2003, the Registrant filed an additional Registration Statement on Form S-8 (Registration No. 333-109719) with respect to the Registrant’s 1997 Employee Stock Option Plan and 2000 Nonstatutory Stock Option Plan. On December 3, 2003, the Registrant filed an additional Registration Statement on Form S-8 (Registration No. 333-110881) with respect to the Registrant’s 1997 Employee Stock Purchase Plan. Each Registration Statement is incorporated herein by this reference.

 

The Registrant is filing this Registration Statement on Form S-8 to register additional shares of its common stock that have been reserved for issuance pursuant to options granted under the Registrant’s 1997 Employee Stock Option Plan, 2000 Nonstatutory Stock Option Plan and 1997 Employee Stock Purchase Plan.

 

Pursuant to the “evergreen” provisions of the 1997 Employee Stock Option Plan, the number of shares of the Registrant’s common stock for which options may be granted under that plan was increased by 1,142,840 shares, effective April 1, 2004.

 

Pursuant to the “evergreen” provisions of the 2000 Nonstatutory Stock Option Plan, the number of shares of the Registrant’s common stock for which options may be granted under that plan was increased by 1,142,840 shares, effective April 1, 2004.

 

Pursuant to the “evergreen” provisions of the 1997 Employee Stock Purchase Plan, the number of shares of the Registrant’s common stock for which options may be granted under that plan was increased by 467,536 shares, effective November 1, 2004.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 8. EXHIBITS

 

Exhibit
Number
  

Exhibit Description

4.1(1)   Certificate of Incorporation of the Registrant.
4.2(2)   Amended and Restated Bylaws of the Registrant.
4.3(3)   Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of the Registrant.

4.4(3)   Preferred Stock Rights Agreement, dated as of June 27, 2002, between the Registrant and Mellon Investor Services, L.L.C., as amended on March 16, 2003.
4.5(1)   Form of Common Stock Certificate of the Registrant.
4.6(4)   The 1997 Employee Stock Option Plan.
4.7(4)   The 2000 Nonstatutory Stock Option Plan.
4.8(5)   The 1997 Employee Stock Purchase 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 signature page).
(1) Incorporated by reference to the Registrant’s Registration Statement on Form S-4 (File No. 333-72202) filed with the Securities and Exchange Commission on October 25, 2001, as amended.
(2) Incorporated by reference to the Registrant’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on July 29, 2002, as amended.
(3) Incorporated by reference to the Registrant’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on August 5, 2002, as amended by the Registrant’s Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on March 31, 2003.
(4) Incorporated herein by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-83170) filed with the Commission on February 21, 2002.
(5) Incorporated herein by re reference to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 20, 2003.

 

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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 the City of Alviso, State of California, on November 1, 2004.

 

GENESIS MICROCHIP INC.

By:

  

/s/ Michael Healy

   

Michael Healy

   

Chief Financial Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Eric Erdman and Michael Healy, 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 November 1, 2004.

 

Signature

   

Title

/s/ Eric Erdman

Eric Erdman

    Interim Chief Executive Officer and Director (Principal Executive Officer)

/s/ Michael Healy

Michael Healy

    Chief Financial Officer (Principal Finance and Accounting Officer)

/s/ Tim Christoffersen

Tim Christoffersen

    Director

/s/ Jeffrey Diamond

Jeffrey Diamond

    Chairman of the Board

/s/ George A. Duguay

George A. Duguay

    Director

/s/ Robert H. Kidd

Robert H. Kidd

    Director

/s/ Alexander S. Lushtak

Alexander S. Lushtak

    Director

/s/ Chandrashekar M. Reddy

Chandrashekar M. Reddy

    Director

 

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INDEX TO EXHIBITS

 

Exhibit
Number
  

Exhibit Description

4.1(1)   Certificate of Incorporation of the Registrant.
4.2(2)   Amended and Restated Bylaws of the Registrant.
4.3(3)   Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of the Registrant.
4.4(3)   Preferred Stock Rights Agreement, dated as of June 27, 2002, between the Registrant and Mellon Investor Services, L.L.C., as amended on March 16, 2003.
4.5(1)   Form of Common Stock Certificate of the Registrant.
4.6(4)   The 1997 Employee Stock Option Plan.
4.7(4)   The 2000 Nonstatutory Stock Option Plan.
4.8(5)   The 1997 Employee Stock Purchase 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 signature page).
(1) Incorporated by reference to the Registrant’s Registration Statement on Form S-4 (File No. 333-72202) filed with the Securities and Exchange Commission on October 25, 2001, as amended.
(2) Incorporated by reference to the Registrant’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on July 29, 2002, as amended.
(3) Incorporated by reference to the Registrant’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on August 5, 2002, as amended by the Registrant’s Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on March 31, 2003.
(4) Incorporated herein by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-83170) filed with the Commission on February 21, 2002.
(5) Incorporated herein by re reference to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 20, 2003.