As filed with the Securities and Exchange Commission on May ___, 1996
Registration No. 33-______
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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C-CUBE MICROSYSTEMS INC.
(Exact name of issuer as specified in its charter)
DELAWARE 77-0192108
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1778 MCCARTHY BLVD.
MILPITAS, CA 95035
(Address of principal executive offices)
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SUPPLEMENTAL STOCK OPTION PLAN
(Full title of the plan)
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JAMES G BURKE
VICE PRESIDENT OF FINANCE AND ADMINISTRATION, CHIEF FINANCIAL OFFICER AND
SECRETARY
C-CUBE MICROSYSTEMS INC.
1778 MCCARTHY BLVD.
MILPITAS, CA 95035
(408) 944-6300
(Name, address and telephone number of agent for service)
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Copy to:
Aaron J. Alter, Esq.
David Kim, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Amount of
Title of Securities to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
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Common Stock 800,000 $ 49.50 $ 39,600,000.00 $ 13,656.00
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(1) Estimated in accordance with Rule 457(h) solely for the purpose of
computing the amount of the registration fee based on the prices of the
Company's Common Stock as reported on the Nasdaq National Market on May
10, 1996
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
C-Cube Microsystems Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the registrant document referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (No. 0-23596), filed pursuant to
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
The Company hereby incorporates by reference in this Registration
Statement the contents of the Company's Registration Statement on Form S-8
(Registration No. 33-81718) and the Amendment thereto (Registration No. 33-89474
and 333-2812).
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
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
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach or alleged breach of the directors' "duty of care." While
the relevant statute does not change directors' duty of care, it enables
corporations
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to limit available relief to equitable remedies such as injunction or
rescission. The statute has no effect on directors' duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, illegal payment of dividends and approval of any transaction
from which a director derives an improper personal benefit. The Company has
adopted provisions in its Certificate of Incorporation which eliminate the
personal liability of its directors to the Company and its stockholders for
monetary damages for breach or alleged breach of their duty of care. The Bylaws
of the Company provide for indemnification of its directors, officers, employees
and agents to the full extent permitted by the General Corporation Law of the
State of Delaware, the Company's state of incorporation, including those
circumstances in which indemnification would otherwise be discretionary under
Delaware Law. Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification in terms sufficiently broad to indemnify
such individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 C-Cube Microsystems Inc. Supplemental Stock Option Plan
4.2 Form of Stock Option Agreement for C-Cube Microsystems Inc.
Supplemental Stock Option Plan
5.1 Opinion of counsel as to legality of securities being
registered
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney
ITEM 9. UNDERTAKINGS
(a) RULE 415 OFFERING 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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,
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individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(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 registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant 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 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) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE
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 (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 the initial bona
fide offering thereof.
(h) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
REGISTRATION STATEMENT ON FORM S-8
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 against public policy as expressed
in the 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 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, 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 Milpitas, State of California, on this 13th day of
May, 1996.
C-CUBE MICROSYSTEMS INC.
By: /S/ ALEXANDRE BALKANSKI
_______________________________________
Alexandre Balkanski
President, Chief Executive
Officer and Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alexandre Balkanski and James G. Burke,
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, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Donald Valentine
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Donald Valentine Chairman of the Board May 13, 1996
President, Chief Executive
/s/ Alexandre Balkanski Officer, and Director
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Alexandre Balkanski OFFICER)
/s/ James G. Burke Vice President of Finance
- ------------------------- and Administration, Chief May 13, 1996
James G. Burke Financial Officer Secretary
and (PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
/s/ William O'Meara
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William O'Meara Director May 13, 1996
/s/ Baryn Futa
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Baryn Futa Director May 13, 1996
/s/ T. J. Rodgers
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T. J. Rodgers Director May 13, 1996
/s/ Gregorio Reyes
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Gregorio Reyes Director May 13, 1996
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Page
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4.1 C-Cube Microsystems Inc. Supplemental Stock Option Plan
4.2 Form of Stock Option Agreement for C-Cube Microsystems
Inc. Supplemental Stock Option Plan
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney
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