Registration No. 333-________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Microtune, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 75-288117
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
2201 Tenth Street
Plano, TX 75074
(972) 673-1600
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(Address of principal executive offices) (Zip code)
Transilica Inc. 2001 Amended and Restated
Equity Incentive Plan (As Assumed by Registrant)
Domain Knowledge, Inc. 2000 Stock Option,
Deferred Stock and Restricted Stock Plan
(As Assumed by Registrant)
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(Full title of the plan)
Everett ("Buddy") Rogers
CFO and Vice President of Finance and Administration
2201 Tenth Street
Plano, Texas 75074
(972) 673-1600
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(Name, address, including zip code,
and telephone number, including area code, of agent for service)
Copies to:
Nancy A. Richardson, Esq. P. Steven Hacker, Esq.
Vice President and General Counsel Gray Cary Ware & Freidenrich LLP
Microtune, Inc. 1221 S. MoPac Expressway, Suite 400
2201 Tenth Street Austin, Texas 78746
Plano, Texas 75074 Telephone: (512) 457-7000
Telephone: (972) 673-1600 Facsimile: (512) 457-7001
Facsimile: (972) 673-1876
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CALCULATION OF REGISTRATION FEE
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Title of Proposed maximum Proposed maximum Amount of
Securities to Amount to be offering price per aggregate offering registration
be registered/1/ registered/2/ share/3/ price/3/ fee
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Transilica Inc. 2001 Amended and Restated Equity Incentive Plan
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Common Stock Par Value $0.001 793,250 $4.70 $3,728,275.00 $891.06
Domain Knowledge, Inc. 2000 Stock Option, Deferred Stock and Restricted Stock Plan
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Common Stock, Par Value $0.001 38,717 $0.18 $ 6,969.06 $ 1.67
TOTALS 831,967 $3,735,244.06 $892.72
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/1/ The securities to be registered include options to acquire Common Stock.
/2/ Pursuant to Rule 416(a), this Registration Statement shall also cover any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction affected without Registrant's
receipt of consideration that increases the number of the outstanding shares of
the Registrant's Common Stock.
/3/ Calculated solely for purposes of this offering under Rule 457(h), on the
basis of the weighted average exercise price of the outstanding options.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
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Microtune, Inc. (the "Company") hereby incorporates by reference in
this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended December 31, 2000 as filed with the Securities and
Exchange Commission on March 30, 2001 (as amended on Form 10-K/A, filed with the
Securities and Exchange Commission on November 7, 2001).
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on July 14, 2000 under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company 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 which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
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The class of securities to be offered is registered under Section 12
of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
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Inapplicable.
Item 6. Indemnification of Directors and Officers
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Section 145 of the Delaware General Corporation 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
Certificate of Incorporation and Bylaws provide that the Registrant shall
indemnify its directors, officers, employees and other agents to the fullest
extent permitted by Delaware law, including circumstances in which
indemnification is otherwise discretionary under Delaware law.
The Registrant has entered into indemnity agreements with certain
directors and executive officers. These agreements, among other things,
indemnify the directors and executive officers for certain expenses (including
attorneys' fees), judgments, fines, and settlement payments incurred by such
persons in any action, including any action by or in the right of the
Registrant, in connection with the good faith performance of their duties as a
director or officer. The indemnification agreements also provide for the advance
payment by the Registrant of defense expenses incurred by the director or
officer; however, the affected director or officer must undertake to repay such
amounts advanced if it is ultimately determined that such director or officer is
not entitled to be indemnified.
Item 7. Exemption From Registration Claimed
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Inapplicable.
Item 8. Exhibits
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See Exhibit Index.
Item 9. Undertakings
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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;
(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; 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 (1)(i) and (l)(ii) do not apply if the
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information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports 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, 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.
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.
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 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.
SIGNATURE
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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 Plano, State of Texas, on December 5, 2001.
Microtune, Inc.
By: /s/ Everett Rogers
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Everett "Buddy" Rogers
Chief Financial Officer
SIGNATURES AND POWER OF ATTORNEY
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The officers and directors of Microtune, Inc. whose signatures appear
below, hereby constitute and appoint Douglas J. Bartek and Everett Rogers, their
true and lawful attorneys and agents, with full power of substitution, each with
power to act alone, to sign and execute on behalf of the undersigned any
amendment or amendments to this registration statement on Form S-8, and each of
the undersigned does hereby ratify and confirm all that each of said attorney
and agent, or their or his substitutes, shall 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 December 5, 2001.
Signature Title
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/s/ Douglas J. Bartek Chief Executive Officer and Chairman
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Douglas J. Bartek (Principal Executive Officer)
/s/ Everett Rogers Chief Financial Officer
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Everett "Buddy" Rogers (Principal Financial and Accounting Officer)
/s/ Harvey B. Cash
_________________________________ Director
Harvey B. Cash
/s/ Walter S. Ciciora
_________________________________ Director
Walter S. Ciciora
/s/ James H. Clardy
_________________________________ Director
James H. Clardy
_________________________________ Director
Jack D. Furst
_________________________________ Director
Eric Lindberg
/s/ William P. Tai
_________________________________ Director
William P. Tai
EXHIBIT INDEX
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4.1 (Form of) Amended and Restated Certificate of Incorporation of the Company
is incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1/A filed with the Securities and Exchange Commission
on June 16, 2000.
4.2 Amended and Restated Bylaws of the Company are incorporated by reference to
Exhibit 3.4 to the Company's Registration Statement on Form S-1 filed with
the Securities and Exchange Commission on May 5, 2000.
4.3 Agreement and Plan of Reorganization is incorporated to the Company's Form
8-K filed with the Securities and Exchange Commission on November 15, 2001.
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Ernst & Young, LLP, Independent Public Accountants
23.3 Consent of Arthur Andersen, LLP, Independent Public Accountants
24 Power of Attorney (included in signature pages to this registration
statement)