As filed with the Securities and Exchange Commission on March 16, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MARVELL TECHNOLOGY GROUP LTD.
(Exact name of registrant as specified in its charter)
| Bermuda | 77-0481679 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Victoria Place, 5th Floor
31 Victoria Street
Hamilton HM 10, Bermuda
(441) 294-8000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
2000 Employee Stock Purchase Plan, as amended and restated
(Full title of the plan)
Mitchell Gaynor
Executive Vice President, Chief Legal Officer and Secretary
Marvell Semiconductor, Inc.
5488 Marvell Lane
Santa Clara, California 95054
(408) 222-2500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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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 (2) | ||||
Common shares, par value $0.002 per share, to be issued under the Marvell Technology Group Ltd. 2000 Employee Stock Purchase Plan, as amended and restated | 8,000,000 | $36.60 | $292,800,000 | $31,994.48 | ||||
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| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers shares issued pursuant to certain anti-dilution provisions as set forth the Marvell Technology Group Ltd. 2000 Employee Stock Purchase Plan, as amended and restated, including, without limitation, shares issued as a result of any stock split, stock dividend, 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 common shares. |
| (2) | Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee, based upon 85% of the average of the high and low prices of the Registrant’s common shares as reported on the Nasdaq Global Select Market on March 9, 2021. Pursuant to the Marvell Technology Group Ltd. 2000 Employee Stock Purchase Plan, as amended and restated, the purchase price of a common share is 85% of the fair market value of the common share. |
INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
General Instruction E Information
This Registration Statement on Form S-8 is being filed by Marvell Technology Group Ltd. (“Marvell”) to register an additional 8,000,000 of its common shares, par value $0.002 per share (“Common Shares”) issuable to employees of Marvell and certain of its subsidiaries under the Marvell Technology Group Ltd. 2000 Employee Stock Purchase Plan, as amended and restated on October 31, 2011 (the “2011 ESPP”), and consists of only those items required by General Instruction E to Form S-8.
The contents of Marvell’s Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (“Commission”) on June 26, 2000 (Registration No. 333-40154), February 28, 2001 (Registration No. 333-56322), May 1, 2002 (Registration No. 333-87322), May 2, 2003 (Registration No. 333-104925), April 13, 2004 (Registration No. 333-114434), April 14, 2005 (Registration No. 333-124072), April 13, 2006 (Registration No. 333-133281), January 11, 2008 (Registration No. 333-148621), June 20, 2008 (Registration No. 333-151816), December 10, 2009 (Registration No. 333-163644), March 28, 2012 (Registration No. 333-180412), March 29, 2013 (Registration No. 333-187641), March 28, 2014 (Registration No. 333-194865), June 4, 2015 (Registration No. 333-204730), August 10, 2016 (Registration No. 333-213059), March 29, 2017 (Registration No. 333-217004), March 29, 2018 (Registration No. 333-224015), March 23, 2019 (Registration No. 333-230616), and March 23, 2020 (Registration No. 333- 237333) each of which relates to the 2000 ESPP, are incorporated herein by reference and made a part hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
The following exhibits are filed as part of this Registration Statement:
Pursuant to the requirements of the Securities Act of 1933, 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 this 16 day of March, 2021.
| MARVELL TECHNOLOGY GROUP LTD. | ||||
| By: | /s/ JEAN HU | |||
| Name: | Jean Hu | |||
| Title: | Chief Financial Officer | |||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Matthew Murphy and Jean Hu and each of them, acting individually, as his attorney-in-fact, with full power of substitution, for him and in any and all capacities, to sign any and all amendments to this Registration Statement on this Form S-8 (including any post-effective amendments thereto) and to file the same, with all 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 lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
| Name and Signature | Title | Date | ||
/s/ MATTHEW MURPHY | Director and Chief Executive Officer | March 16, 2021 | ||
| Matthew Murphy | (Principal Executive Officer) | |||
/s/ JEAN HU | Chief Financial Officer (Principal | March 16, 2021 | ||
| Jean Hu | Financial Officer) | |||
/s/ WILLEM MEINTJES | Chief Accounting Officer | March 16, 2021 | ||
| Willem Meintjes | (Principal Accounting Officer) | |||
/s/ RICHARD HILL | Chairman of the Board | March 16, 2021 | ||
| Richard Hill | ||||
/s/ TUDOR BROWN | Director | March 16, 2021 | ||
| Tudor Brown | ||||
/s/ BRAD BUSS | Director | March 16, 2021 | ||
| Brad Buss | ||||
/s/ EDWARD FRANK | Director | March 16, 2021 | ||
| Edward Frank | ||||
/s/ MARACHEL KNIGHT | Director | March 16, 2021 | ||
| Marachel Knight | ||||
/s/ BETHANY MAYER | Director | March 16, 2021 | ||
| Bethany Mayer | ||||
/s/ MICHAEL STRACHAN | Director | March 16, 2021 | ||
| Michael Strachan | ||||
/s/ ROBERT E. SWITZ | Director | March 16, 2021 | ||
| Robert E. Switz | ||||