1 As filed with the Securities and Exchange Commission on January 30, 1998 Registration No. 33-33960 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CHIPS AND TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 77-0047943 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2950 ZANKER ROAD, SAN JOSE, CALIFORNIA 95134 (408) 434-0600 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ------------------------ JEFFERY ANNE TATUM, ESQUIRE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY 2950 ZANKER ROAD SAN JOSE, CALIFORNIA 95134 (Name and address of agent for service of process) (408) 434-0600 (Telephone number, including area code, of agent for service) ------------------------ Copy to: JOSEPH B. HERSHENSON GRAY CARY WARE & FREIDENRICH LLP 400 HAMILTON AVENUE PALO ALTO, CALIFORNIA 94301 (650) 328-6561 2 DEREGISTRATION OF SHARES Pursuant to Registration Statement No. 33-33960 on Form S-8 (the "Registration Statement"), Chips and Technologies, Inc., a Delaware corporation (the "Company"), registered 3,000,000 shares of its Common Stock, $0.01 par value per share ("Common Stock"), issuable under the Company's Chips and Technologies, Inc. 1985 Stock Option Plan (the "Plan"). The Company hereby removes from registration under the Registration Statement all of the shares of Common Stock which remain unissued in connection with the Plan. 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Jose, California on January 30, 1998. CHIPS AND TECHNOLOGIES, INC. By: /s/ JAMES F. STAFFORD ------------------------------------- James F. Stafford President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities indicated on January 30, 1998. Signature Title - --------- ----- /s/ JAMES F. STAFFORD President, Chief Executive Officer and - ------------------------------- Director (Principal Executive Officer) James F. Stafford /s/ TIMOTHY R. CHRISTOFFERSEN Vice President and Chief Financial Officer - ------------------------------- (Principal Financial and Accounting Officer) Timothy R. Christoffersen /s/ GENE P. CARTER - ------------------------------- Director Gene P. Carter /s/ HENRI A. JARRAT - ------------------------------- Director Henri A. Jarrat /s/ BERNARD VONDERSCHMITT - ------------------------------- Director Bernard Vonderschmitt /s/ LESLIE L. VADASZ - ------------------------------- Director Leslie L. Vadasz /s/ ARVIND SODHANI - ------------------------------- Director Arvind Sodhani - ------------------------------- Director Cary I. Klafter /s/ SUZAN A. MILLER - ------------------------------- Director Suzan A. Miller /s/ PATRICE C. SCATENA - ------------------------------- Director Patrice C. Scatena