As filed with the Securities and Exchange Commission on August 25, 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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MIPS TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)
Delaware 77-0322161
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1225 Charleston Road
Mountain View, CA 94043-1353
(Address of principal executive offices)
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MIPS Technologies, Inc. 1998 Long-Term Incentive Plan, as amended
MIPS Technologies, Inc. Employee Stock Purchase Plan, as amended
MIPS Technologies, Inc. Directors' Stock Option Plan, as amended
(Full titles of the plans)
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John E. Bourgoin
Chief Executive Officer and President
MIPS TECHNOLOGIES, INC.
1225 Charleston Road
Mountain View, CA 94043-1353
(Name and address of agent for service)
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(650) 567-5000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share(*) Offering Price Registration Fee
Class A Common Stock, 1,835,871 $53.40625 $98,046,985.59 $25,884.40
$0.001 par value
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(*) The price shown is the average between the high and low prices of the Class
A Common Stock reported on the Nasdaq National Market on August 21, 2000
in accordance with Rule 457(c) of the Securities Act of 1933, as amended
(the "Securities Act"), and is being used solely for the purpose of
calculating the registration fee.
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STATEMENT PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
The contents of the Registrant's Registration Statements on Form
S-8 (Reg. Numbers 333-65693 and 333-95339), as filed with the Securities and
Exchange Commission (the "Commission") on October 15, 1998 and January 25, 2000,
respectively, are incorporated by reference herein.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
See Exhibit Index.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Mountain View, California, on August 25, 2000.
MIPS TECHNOLOGIES, INC.
By: /s/ John E. Bourgoin
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John E. Bourgoin
President, Chief Executive Officer
and Director
SIGNATURES and POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. In addition, each person whose signature
appears below constitutes and appoints John E. Bourgoin and Kevin C. Eichler,
each alone to act as his true and lawful attorney-in-fact and agent, each with
the full power of substitution, for him and in his name in any and all
capacities, to sign any or all amendments, including pre-effective and
post-effective amendments, and supplements to this Registration Statement on
Form S-8 relating to the Registrant's 1998 Long-Term Incentive Plan, Employee
Stock Purchase Plan and Directors' Stock Option Plan, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents 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 each of
said attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
Signature Title Date
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/s/ John E. Bourgoin
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John E. Bourgoin Chairman of the Board, President, Chief Executive
Officer, and Director (Principal Executive Officer) August 25, 2000
/s/ Kevin C. Eichler
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Kevin C. Eichler Vice President of Finance and Administration, Chief
Financial Officer and Secretary (Principal Financial
and Accounting Officer) August 25, 2000
/s/ Kenneth L. Coleman
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Kenneth L. Coleman Director August 25, 2000
/s/ Fred M. Gibbons
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Fred M. Gibbons Director August 25, 2000
/s/ Anthony B. Holbrook
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Anthony B. Holbrook Director August 25, 2000
/s/ William M. Kelly
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William M. Kelly Director August 25, 2000
EXHIBIT INDEX
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
4.1* MIPS Technologies, Inc. 1998 Long-Term Incentive Plan, as
amended.
4.2* MIPS Technologies, Inc. Employee Stock Purchase Plan, as amended.
4.3** MIPS Technologies, Inc. Directors' Stock Option Plan, as amended.
5.1 Opinion of Shearman & Sterling as to the validity of the shares
being registered pursuant to this Registration Statement.
23.1 Consent of Ernst & Young LLP, independent auditors of the
Registrant.
23.2 Consent of Shearman & Sterling (contained in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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* Incorporated by reference to the exhibits filed with the Registrant's
definitive proxy statement filed with the Commission on September 22,
1999.
** Incorporated by reference to the exhibit filed with the Registrant's
annual report on Form 10-K filed with the Commission on September 21,
1999.