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As filed with the Securities and Exchange Commission on June 23, 1999
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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GENESIS MICROCHIP INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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NOVA SCOTIA, CANADA NONE
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
165 COMMERCE VALLEY DRIVE W.
THORNHILL, ONTARIO
L3T 7V8
(905) 889-5400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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1997 EMPLOYEE STOCK OPTION PLAN
PARADISE ELECTRONICS, INC. 1997 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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PAUL M. RUSSO
GENESIS MICROCHIP CORPORATION
1871 LANDINGS DRIVE
MOUNTAIN VIEW, CA 94043
(650) 428-4277
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
FRANCIS S. CURRIE, ESQ.
ANTON T. COMMISSARIS, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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Common Shares, no par value
approved for issuance under
the 1997 Employee Stock
Option Plan...................... 506,748 $24.69(1) $12,511,608.12 $3,478.00
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Common Shares, no par value
approved for issuance under the
Paradise Electronics, Inc. 1997
Stock Option Plan ............... 533,315(2) $3.72(3) $1,983,931.80 $552.00
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TOTALS 1,040,063 $14,495,539.92 $4,030.00
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(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee. The
computation is based upon the average of the high and low price as reported
on the Nasdaq National Market on June 22, 1999. The indicated number of
shares to be registered represents additional shares issuable under the
listed plans that are not covered by prior registration statements.
(2) All options outstanding under the Paradise Electronics, Inc. 1997 Stock
Option Plan (the "Paradise Options") are exercisable for the Registrant's
Common Shares. The Paradise Options were assumed by the Registrant pursuant
to the Registrant's acquisition of Paradise Electronics, Inc., by way of
merger, effective May 28, 1999. The exercise price per share is determined
by dividing the exercise price for Paradise Options by the conversion ratio
of .19214, which was used in the merger.
(3) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the total registration
fee. Computated based on the weighted average exercise price for Paradise
Options.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:
(a) The Registrant's annual report on Form 20-F for the fiscal year ended
May 31, 1998 (File No. 000- 29592), filed pursuant to Section 13 of
the Securities Exchange Act of 1934 (the "Exchange Act").
(b) The Registrant's Registration Statement on Form 6-K (File No.
000-29592), as filed with the Securities and Exchange Commission on
February 8, 1999.
(c) The Registrant's Quarterly Reports on Forms 6-K and 10-Q for the
fiscal quarters ended August 31, 1998 and February 28, 1999, filed
pursuant to Section 13 of the Exchange Act.
(d) The Registrant's current report on Form 8-K, as filed with the
Securities and Exchange Commission on June 11, 1999 (File No.
000-29592).
(e) The description of the Registrant's Common Shares to be offered hereby
is contained in the Registrant's Registration Statement on Form S-4
filed with the Securities and Exchange Commission on April 23, 1999
(File No. 333-76937), including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to this registrations statement, but
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 part hereof from the date of filing such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Rule 411(b) of the Securities Act of 1933, as amended, we
hereby incorporate by reference Part II Item 20 of the Registrant's Registration
Statement on Form S-4, including any amendments thereto (File No. 333-76937),
filed with the Securities and Exchange Commission on April 23, 1999.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit
Number
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4.1 The Registrant's 1997 Employee Stock Option Plan, as amended on October 27,
1998 is incorporated herein by reference to the Registrant's Registration
Statement on Form S-8 (File No. 333-70469) filed with the Commission on
January 12, 1999.
4.2 Paradise Electronics, Inc. 1997 Stock Option Plan and forms of agreements
thereunder.
5.1 Opinion of Stewart McKelvey Stirling Scales regarding the validity of the
securities being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (contained in pages II-4 and II-5).
ITEM 9. UNDERTAKINGS.
(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 of 1933, 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act of 1934) 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 the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is
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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 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 such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Thornhill, Ontario, Canada, on this 23rd day of June, 1999.
GENESIS MICROCHIP INCORPORATED
By: /s/ I. Eric Erdman
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I. Eric Erdman
Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul M. Russo and I. Eric Erdman, jointly
and severally, his attorneys-in-fact, each with the power of substitution, 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 each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
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/s/ Paul M. Russo Chairman, Chief Executive June 23, 1999
- ------------------------------ Officer and authorized U.S.
Paul M. Russo Representative
/s/ I. Eric Erdman Vice President, Finance and June 23, 1999
- ------------------------------ Administration, Chief Financial
I. Eric Erdman Officer, Chief Accounting
Officer and Secretary
/s/ Brian S. Campbell Director June 23, 1999
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Brian S. Campbell
/s/ James E. Donegan Director June 23, 1999
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James E. Donegan
/s/ George A. Duguay Director June 23, 1999
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George A. Duguay
II-4
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SIGNATURE TITLE DATE
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/s/ Alexander S. Lushtak Director June 23, 1999
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Alexander S. Lushtak
/s/ Lawrence G. Finch Director June 23, 1999
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Lawrence G. Finch
/s/ William H. Welling Director June 23, 1999
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William H. Welling
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INDEX TO EXHIBITS
Exhibit
Number EXHIBIT DOCUMENT
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4.1 The Registrant's 1997 Employee Stock Option Plan, as amended on October 27,
1998 is incorporated herein by reference to the Registrant's Registration
Statement on Form S-8 (File No. 333-70469) filed with the Commission on
January 12, 1999.
4.2 Paradise Electronics, Inc. 1997 Stock Option Plan and forms of agreements
thereunder.
5.1 Opinion of Stewart McKelvey Stirling Scales regarding the validity of the
securities being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (contained in pages II-4 and II-5).