As filed with the Securities and Exchange Commission on March 8, 2002
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
MULTILINK TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
California 95-4522566
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
300 Atrium Drive, 2/nd/ Floor
Somerset, New Jersey 08873
(Address principal executive offices)
Multilink Technology Corporation 2000 Stock Incentive Plan
Multilink Technology Corporation 2000 Employee Stock Purchase Plan
(Full Title of the Plan)
Richard N. Nottenburg
President, Chief Executive Officer
300 Atrium Drive, 2/nd/ Floor
Somerset, New Jersey 08873
(Name and Address of Agent for Service)
(732) 537-3700
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Mark J. Kelson
Allen Matkins Leck Gamble & Mallory LLP
1901 Avenue of the Stars, Suite 1800
Los Angeles, California 90067
(310) 788-2400
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Per Aggregate Offering Amount of
Securities to be Registered Registered (1) Share(2) Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
2000 Stock Incentive Plan
Class A Common Stock, $0.0001 par value
(options available for future grant) 2,837,038 shares $1.91 $ 5,418,742.58 $498.53
- ------------------------------------------------------------------------------------------------------------------------------------
2000 Employee Stock Purchase Plan
Class A Common Stock, $0.0001 par value
(shares available for future grant) 709,260 shares $1.91 $ 1,354,686.60 $124.63
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL 3,546,298 shares $ 6,773,429.18 $623.16
====================================================================================================================================
(1) This registration statement also covers an indeterminate number of shares
which may be issuable by reason of any stock dividend, stock split,
recapitalization or other similar transaction, in accordance with Rule 416.
(2) The proposed maximum offering price per share is estimated solely for the
purpose of computing the amount of the registration fee under Rule 457(c)
and (h). The proposed maximum offering price per share is based on the
average of the high and low sale price of $1.91 per share of Multilink's
Class A common stock reported on the Nasdaq Stock Market on March 1, 2002.
EXPLANATORY NOTE
Multilink Technology Corporation, a California corporation (the
"Registrant"), previously filed its Registration Statement on Form S-8
(Registration No. 333-66588) (the "Initial Registration Statement") with the
Securities and Exchange Commission on August 2, 2001, for the purpose of
registering shares of the Registrant's Class A common stock, par value $0.0001
per share, issuable upon the grants of awards or the exercise of options granted
pursuant to the Multilink Technology Corporation, Inc. 2000 Stock Incentive Plan
(the "Incentive Plan") and the Multilink Technology Corporation, Inc. 2000
Employee Stock Purchase Plan (the "Purchase Plan"). At the time of the filing
of the Initial Registration Statement, 49,286,606 shares of the Registrant's
Class A common stock were authorized for issuance under the Incentive Plan and
2,071,652 shares of the Registrant's Class A common stock were authorized for
issuance under the Purchase Plan. On January 2, 2002, the Incentive Plan was
automatically increased by 2,837,038 shares pursuant to the automatic share
increase provisions of Section V.B. of Article I of the Incentive Plan. On that
same day, the Purchase Plan was automatically increased by 709,260 shares
pursuant to the automatic share increase provisions of Section III.B. of the
Purchase Plan.
The Registrant hereby files this Registration Statement on Form S-8 (the
"Second Registration Statement") for the purpose of registering (1) an
additional 2,837,038 shares of the Registrant's Class A common stock, issuable
upon the grants of awards or the exercise of options granted pursuant to the
Incentive Plan, and (2) an additional 709,260 shares of the Registrant's Class A
common stock issuable upon the grants of awards under the Purchase Plan.
Pursuant to General Instruction E to Form S-8, the Registrant incorporates by
reference herein the contents of the Initial Registration Statement, including
the information incorporated therein by reference.
This Second Registration Statement brings the total number of authorized
and registered shares under the Incentive Plan to 52,123,644 and the total
number of authorized and registered shares under the Purchase Plan to 2,780,912.
-1-
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit
Number Exhibit
- ------------- -----------------------------------------------------------------
4.1* Multilink 2000 Stock Incentive Plan
4.2* Multilink 2000 Employee Stock Purchase Plan
5.1 Opinion of Allen Matkins Leck Gamble & Mallory LLP
23.1 Consent of Independent Auditors
23.2 Consent of Allen Matkins Leck Gamble & Mallory LLP is contained
in Exhibit 5.1
24.1 Power of Attorney (contained on the signature page of this
registration statement)
___________
* Incorporated by reference from Multilink's Registration Statement on Form
S-1 (File No. 333-47376).
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Multilink
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 Somerset, State of New Jersey, on the 8th day of
March, 2002.
MULTILINK TECHNOLOGY CORPORATION
By: /s/ Richard N. Nottenburg
-------------------------------------
Richard N. Nottenburg
President and Chief Executive Officer
POWER OF ATTORNEY
The undersigned directors and officers of Multilink Technology Corporation
hereby constitute and appoint Richard N. Nottenburg and Eric M. Pillmore and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power to act without the other and with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this registration statement, and new registration statements relating to this
Form S-8, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, 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 fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or either of them, or their or his substitute or substitutes,
may lawfully 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 indicated
below on the 8th day of March, 2002.
Signature Title
--------- -----
/s/ Richard N. Nottenburg President, Chief Executive Officer and Director
- -------------------------- (Principal Executive Officer)
Richard N. Nottenburg
/s/ Eric M. Pillmore Chief Financial Officer (Principal Financial and
- -------------------------- Accounting Officer), Senior Vice President and
Eric M. Pillmore Secretary
/s/ Jens Albers Executive Vice President and Director
- --------------------------
Jens Albers
/s/ Stephen Forrest Director
- --------------------------
Stephen Forrest
/s/ G. Bradford Jones Director
- --------------------------
G. Bradford Jones
/s/ James Schneider Director
- --------------------------
James Schneider
/s/ John Walecka Director
- --------------------------
John Walecka
/s/ Edward J. Zander Director
- --------------------------
Edward J. Zander
II-2
EXHIBIT INDEX
Exhibit
Number Exhibit
-------- --------------------------------------------------------------------
4.1* Multilink 2000 Stock Incentive Plan
4.2* Multilink 2000 Employee Stock Purchase Plan
5.1 Opinion of Allen Matkins Leck Gamble & Mallory LLP
23.1 Consent of Independent Auditors
23.2 Consent of Allen Matkins Leck Gamble & Mallory LLP is contained in
Exhibit 5.1
24.1 Power of Attorney (contained on the signature page of this
registration statement)
___________
* Incorporated by reference from Multilink's Registration Statement on Form
S-1 (File No. 333-47376).
II-3