As filed with the Securities and Exchange Commission on June 17, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SIRENZA MICRODEVICES, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | | 77-0073042 |
| (State of incorporation) | | (I.R.S. Employer Identification Number) |
522 Almanor Avenue
Sunnyvale, CA 94085
(Address of principal executive offices)
Amended and Restated 1998 Stock Plan
2000 Employee Stock Purchase Plan
(Full title of the plans)
Robert Van Buskirk
President and Chief Executive Officer
Sirenza Microdevices, Inc.
522 Almanor Avenue
Sunnyvale, CA 94085
(408) 616-5400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Steven V. Bernard, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | | Amount to be
Registered (1) | | Proposed
Maximum
Offering Price
Per Share | | Proposed
Maximum
Aggregate
Offering Price | | Amount of
Registration
Fee |
|
Common Stock, par value $0.001 per share | | | | | | | | | |
Subject to Outstanding Options | | 811,674 | | $1.58(2) | | $ | 1,282,445 | | $104 |
Reserved for future issuance under the Amended and Restated 1998 Stock Plan | | 88,524 | | $2.26(3) | | $ | 200,065 | | $ 17 |
Reserved for future issuance under the 2000 Employee Stock Purchase Plan | | 300,066 | | $1.92(4) | | $ | 576,127 | | $ 47 |
| | |
| | | |
|
| |
|
TOTAL | | 1,200,264 | | | | $ | 2,058,637 | | $168 |
| (1) | | For the sole purpose of calculating the registration fee, the number of shares to be registered under this Registration Statement has been broken down into three subtotals. |
| (2) | | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the weighted average exercise price of $1.58 per share for outstanding options to purchase a total of 811,674 shares of Common Stock under the Amended and Restated 1998 Stock Plan. |
| (3) | | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $2.26 per share, the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq National Market on June 12, 2003. |
| (4) | | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $1.92 per share (85% of the average of the high and the low prices of the Registrant’s Common Stock as reported on the Nasdaq National Market on June 12, 2003). Pursuant to the 2000 Employee Stock Purchase Plan, shares are sold at 85% of the lesser of the fair market value of such shares on the first day of an offering period or the last day of the applicable purchase period. |
SIRENZA MICRODEVICES, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
EXPLANATORY NOTE:
This Registration Statement is filed pursuant to Item E under the general instruction to Form S-8 under the Securities Act of 1933, as amended, with respect to 900,198 additional shares of Common Stock that may be issued under the Registrant’s Amended and Restated 1998 Stock Plan and with respect to 300,066 additional shares of Common Stock that may be issued under the Registrant’s 2000 Employee Stock Purchase Plan (collectively the “Plans”) as a result of certain automatic annual increases in the number of shares authorized for issuance under the Plans. The entire contents of the following registration statements previously filed by the Registrant with the Securities and Exchange Commission are hereby incorporated herein by this reference:
| | • | | The Registrant’s Form S-8 Registration Statement, Registration No. 333-46108, dated September 19, 2000, relating to the Plans; |
| | • | | The Registrant’s Form S-8 Registration Statement, Registration No. 333-57896, dated March 29, 2001, relating to the Plans; and |
| | • | | The Registrant’s Form S-8 Registration Statement, Registration No. 333-87164, dated April 29, 2002, relating to the Plans. |
ITEM 8. EXHIBITS.
Exhibit
Number
| | Description
|
| |
| 5.1 | | Opinion of counsel as to legality of securities being registered. |
| |
| 23.1 | | Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1). |
| |
| 23.2 | | Consent of Ernst & Young, LLP, Independent Auditors. |
| |
| 24.1 | | Power of Attorney (see page II-2). |
II-1
SIGNATURES
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 Sunnyvale, State of California, on this 17th day of June, 2003.
| SIRENZA MICRODEVICES, INC. |
| |
| By: | | /s/ THOMAS SCANNELL
|
| | | Thomas Scannell |
| | | Vice President, Finance and Administration, |
| | | Chief Financial Officer, |
| | | Assistant Secretary and Assistant Treasurer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert Van Buskirk and Thomas Scannell, and each of them, as his attorney-in-fact, with full power of substitution in each, 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 said attorney-in-fact, or his substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
| | Title
| | Date
|
| | |
/s/ ROBERT VAN BUSKIRK
Robert Van Buskirk | | President, Chief Executive Officer and Director (Principal Executive Officer) | | June 17, 2003 |
| | |
/s/ THOMAS SCANNELL
Thomas Scannell | | Vice President, Finance and Administration, Chief Financial Officer, Secretary and Assistant Treasurer (Principal Financial Officer) | | June 17, 2003 |
| | |
/s/ GERALD HATLEY
Gerald Hatley | | Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | | June 17, 2003 |
| | |
/s/ JOHN OCAMPO
John Ocampo | | Chairman of the Board | | June 17, 2003 |
| | |
/s/ PETER CHUNG
Peter Y. Chung | | Director | | June 17, 2003 |
| | |
/s/ CASIMIR SKRZYPCZAK
Casimir Skrzypczak | | Director | | June 17, 2003 |
| | |
/s/ JOHN C. BUMGARNER, JR.
John C. Bumgarner, Jr. | | Director | | June 17, 2003 |
II-2
INDEX TO EXHIBITS
Exhibit
Number
| | Description
|
| |
| 5.1 | | Opinion of counsel as to legality of securities being registered. |
| |
| 23.1 | | Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1). |
| |
| 23.2 | | Consent of Ernst & Young, LLP, Independent Auditors. |
| |
| 24.1 | | Power of Attorney (see page II-2). |
