SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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XILINX, INC.
(Exact name of Registrant as specified in its charter)
Delaware 77-0188631
(State of incorporation) (I.R.S. Employer
Identification No.)
2100 Logic Drive
San Jose, California 95124
(Address of Principal Executive Offices)
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1997 Stock Plan
1990 Employee Qualified Stock Purchase Plan
(Full title of the Plans)
Willem P. Roelandts
Chief Executive Officer
XILINX, INC.
2100 Logic Drive
San Jose, California 95124
(408) 559-7778
(Name, address and telephone number of agent for service)
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Copies to:
Steve Bochner
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF SECURITIES AMOUNT MAXIMUM PROPOSED AMOUNT
TO BE REGISTERED TO BE OFFERING MAXIMUM OF
REGISTERED PRICE AGGREGATE REGISTRATION
PER UNIT(1) OFFERING FEE
PRICE
--------- ------------ -------------- ------------
Common Stock issuable under 1997 Stock Plan 1,500,000 $30.4686 $45,702,900.00 $13,482.36
Common Stock issuable under 1990 Employee
Qualified Stock Purchase Plan 2,000,000 $25.8983 (2) $51,796,662.50 $15,280.02
Total 3,500,000 N/A $97,499,562.50 $28,762.38
============================================= ========== ============ ============== ============
(1) Estimated solely for the purpose of computing the registration fee.
Computed in accordance with Rule 457(h) under the Securities Act of 1933,
based on the average of the bid and asked prices per share of the Registrant's
Common Stock as of August 31, 1998.
(2) The exercise price of $25.8983 per share, computed in accordance with
Rule 457(h) under the Securities Act of 1933, is 85% of the fair market value
of a share of Xilinx, Inc. Common Stock on August 31, 1998. Pursuant to
Section 7 of the 1990 Employee Stock Purchase Plan, shares
are sold at 85% of the lesser of the fair market value of such shares on the
Enrollment Date or on the Exercise Date.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended March 28, 1998.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarterly
periods ended June 27, 1998.
(c) The description of common stock contained in Registrant's
Registration Statement on Form 8-A (Registration No. 0-18548) filed on April
27, 1990 under the Securities Exchange Act of 1934, including any amendment or
report subsequently filed by Registrant for the purpose of updating that
description.
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
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Not applicable.
Item 5. Interests of Named Experts and Counsel
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Not applicable.
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
"Securities Act"). The Registrant's Certificate of Incorporation and Bylaws
provide that the Registrant shall indemnify its directors and officers to the
fullest extent permitted by Delaware law, including circumstances in which
indemnification is otherwise discretionary under Delaware law.
The Registrant currently carries indemnity insurance pursuant to which
its directors and officers are insured under certain circumstances against
certain liabilities or losses, including liabilities under the Securities Act.
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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Not applicable.
Item 8. Exhibits
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The following Exhibits are filed as a part of this Registration
Statement:
4.1 1990 Employee Qualified Stock Purchase Plan
4.2 1997 Stock Option Plan, as amended.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati (included in
Exhibit 5.1 herein).
24.1 Power of Attorney (see page II-4)
Item 9. Undertakings
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(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 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.
(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 the 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, 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 an initial
bona fide offering thereof.
(c) 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 California General Corporations Code, the
Certificate of Incorporation of the Registrant, the Bylaws of the Registrant,
Indemnification Agreements entered into between the Registrant and it officers
and directors, 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 the 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 the such issue.
SIGNATURES
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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 San Jose, State of California, on the third day of
September, 1998.
XILINX, INC.
By: /s/ Willem P. Roelandts
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Willem P. Roelandts
Chief Executive Officer
POWER OF ATTORNEY
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Each Director and/or officer of the Registrant whose signature appears
below hereby appoints Willem P. Roelandts and Robert Hinckley and each of them
severally, as his attorney-in-fact, to sign in his name and behalf, in any and
all capacities stated below, and to file with the Commission any and all
amendments, including post-effective amendments, to this registration
statement, and the Registrant hereby also appoints each such person as its
attorney-in-fact with like authority to sign and file any such amendments in
its name and behalf.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the
capacities and on the date indicated
SIGNATURE TITLE DATE
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/s/ Willem P. Roelandts Chief Executive Officer (Principal September 3, 1998
- ----------------------- Executive Officer) and Director
Willem P. Roelandts
/s/ Kris Chellam Senior Vice President, Finance and September 3, 1998
- ---------------- Chief Financial Officer (Principal
Kris Chellam Financial and Accounting Officer)
/s/ Bernard V. Vonderschmitt Chairman of the Board of Directors September 3, 1998
- ----------------------------
Bernard V. Vonderschmitt
/s/ John L. Doyle Director September 3, 1998
- -----------------
John L. Doyle
/s/ Philip T. Gianos Director September 3, 1998
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Philip T. Gianos
/s/ William G. Howard Director September 3, 1998
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William G. Howard