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As filed with the Securities and Exchange Commission on June 26, 2000
Registration No. 333-_______
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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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MARVELL TECHNOLOGY GROUP LTD.
(Exact name of Registrant as Specified in Its Charter)
BERMUDA 77-0481679
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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RICHMOND HOUSE,
3RD FLOOR
12 PAR LA VILLE ROAD
HAMILTON, HM DX
BERMUDA
(441) 296-6395
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
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MARVELL TECHNOLOGY GROUP LTD.
AMENDED AND RESTATED
1995 STOCK OPTION PLAN
(Full Title of Plan)
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THOR BUELL
GENERAL COUNSEL
MARVELL SEMICONDUCTOR, INC.
645 ALMANOR AVENUE
SUNNYVALE, CALIFORNIA 94086
(408) 222-2500
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(3) FEE
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Common Stock, par value $0.002 29,500,000 $14.00 $255,534,541 $67,462
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers shares issued pursuant to
antidilution provisions set forth in the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. The proposed maximum offering price per share is
the maximum offering price set forth in Amendment No. 7 to the
Company's Registration Statement on Form S-1 (Registration No.
333-33086) filed on June 23, 2000.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. The proposed maximum aggregate offering price is
based upon (a) with respect to 11,492,809 shares of Common Stock
issuable upon exercise of options previously issued under the Plan, the
weighted average price of $1.27, (b) with respect to 2,790,500 shares
of Common Stock issuable upon exercise of options previously issued
under the Plan, the weighted average price of $10.00, and (c) with
respect to 15,216,691 shares of Common Stock issuable upon the exercise
of options that are granted or may be granted in the future under the
Plan, the proposed maximum per share offering price.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Marvell Technology
Group Ltd., a Bermuda corporation (the "Company"), and relates to 29,500,000
shares of common stock, par value $0.002 per share ("Common Stock") of the
Company issuable pursuant to the Company's Amended and Restated 1995 Stock
Option Plan (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which previously have been filed by the
Company with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:
a) The Company's Registration Statement on Form S-1 (Registration No.
333-33086) filed on March 23, 2000, and all amendments thereto;
b) The Company's Registration Statement on Form 8-A filed on June 22,
2000; and
c) Information concerning employee benefits under the Plan, which will
be included in the future, either in the Registrant's proxy
statements, annual reports or appendices to this Registration
Statement.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment hereto that indicates that all securities
offered hereunder have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Set forth below is a description of certain provisions of the
Companies Act of 1981 of Bermuda (the "Companies Act"), the Company's Memorandum
of Association, as presently in effect, (the "Memorandum of Association"), the
Company's Bye-laws (the "Bye-laws") and the Plan, as such provisions relate to
the indemnification of the directors and officers of the Company. This
description is intended only as a summary and is qualified in its entirety by
reference to the applicable provisions of the Companies Act, the Company's
Memorandum of Association, the Company's Bye-laws and the Plan, which are
incorporated herein by reference.
The Companies Act permits the Company to indemnify its directors or
officers in their capacity as such in respect of any loss arising or liability
attaching to them by virtue of any rule of law in respect of any negligence,
default, breach of duty or breach of trust of which a director or officer may be
guilty in relation to the Company other than in respect of his own fraud or
dishonesty.
The Bye-laws provide that every director, officer, committee member and
any resident representative of the Company be indemnified against any
liabilities, loss, damage or expense incurred or suffered in such capacity,
subject to limitations imposed in the Companies Act. The Bye-laws further
provide that to the extent that any director, officer, committee member or
resident representative of the Company is successful in defending any
proceedings, whether civil or criminal, the Company will indemnify the
individual for all liabilities incurred in such capacity.
Bye-law 31 stipulates that each shareholder and the Company agree to
waive any claim or right of action against any director, officer or committee
member, in respect of any failure to act or any action taken by such director,
officer or committee member in the performance of his duties with or for the
Company. The waiver does not extend to claims arising under United States
federal securities laws or any claims, rights of action arising from the fraud
of the director, officer, committee member or to recover any gain, personal
profit or advantage to which such individual is not legally entitled.
There has not been in the past and there is not presently pending any
litigation or proceeding involving a director, officer, employee or agent of the
Company which could give rise to an indemnification obligation on the part of
the Company. In addition, except as described herein, the Board of Directors is
not aware of any threatened litigation or proceeding which may result in a claim
for indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
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4.1 Company's Memorandum of Association (incorporated by reference
to Exhibit 3.1 to the Company's Registration Statement on Form
S-1, as filed with the Securities and Exchange Commission on
March 23, 2000).
4.2 Company's Bye-laws (incorporated by reference to Exhibit 3.2
to the Company's amended Registration Statement on Form S-1,
as filed with the Securities and Exchange Commission on June
8, 2000).
4.3 Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's amended Registration Statement on
Form S-1, as filed with the Securities and Exchange Commission
on May 5, 2000).
5.1 Opinion of Conyers Dill & Pearman regarding the legality of
the Common Stock covered by this Registration Statement.
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.2 Consent of Conyers Dill & Pearman (contained in Exhibit 5.1
hereto).
24 Power of Attorney (contained on signature page hereto).
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ITEM 9. UNDERTAKINGS.
(a) The Company 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;
(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 (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company 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.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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 this
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by a final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 June 24, 2000.
MARVELL TECHNOLOGY GROUP LTD.
By: /s/ Sehat Sutardja
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Sehat Sutardja
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
SEHAT SUTARDJA and GEORGE HERVEY his or her true and lawful attorneys-in-fact
and agents, each acting alone, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as full to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone, or
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
NAME AND SIGNATURE TITLE DATE
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/s/ Sehat Sutardja Co-Chairman of the Board, President, June 24, 2000
- ---------------------------- and Chief Executive Officer
Sehat Sutardja (Principal Executive Officer)
/s/ George Hervey Vice President of Finance and June 24, 2000
- ---------------------------- Chief Financial Officer (Principal
George Hervey Financial and Accounting Officer)
/s/ Weili Dai Executive Vice President, Assistant June 24, 2000
- ---------------------------- Secretary and Director
Weili Dai
/s/ Pantas Sutardja Vice President and Director June 23, 2000
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Pantas Sutardja
/s/ Diosdado P. Banatao Co-Chairman of the Board June 24, 2000
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Diosdado P. Banatao
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/s/ Herbert Chang Director June 24, 2000
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Herbert Chang
/s/ John M. Cioffi Director June 23, 2000
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John M. Cioffi
/s/ Paul R. Gray Director June 23, 2000
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Paul R. Gray
/s/ Ron Verdoorn Director June 23, 2000
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Ron Verdoorn
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Company's Memorandum of Association (incorporated by reference
to Exhibit 3.1 to the Company's Registration Statement on Form
S-1, as filed with the Securities and Exchange Commission on
March 23, 2000).
4.2 Company's Bye-laws (incorporated by reference to Exhibit 3.2
to the Company's amended Registration Statement on Form S-1,
as filed with the Securities and Exchange Commission on June
8, 2000).
4.3 Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's amended Registration Statement on
Form S-1, as filed with the Securities and Exchange Commission
on May 5, 2000).
5.1 Opinion of Conyers Dill & Pearman regarding the legality of
the Common Stock covered by this Registration Statement.
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.2 Consent of Conyers Dill & Pearman (contained in Exhibit 5.1
hereto).
24 Power of Attorney (contained on signature page hereto).