As filed with the Securities and Exchange Commission on July 27, 2001
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 to be Amount to be Offering Price Aggregate Amount of
Registered Registered(1) Per Share(2) Offering Price Registration Fee
Class A Common Stock,
$0.001 par value 1,794,998 $13.92 $24,986,372.16 $6,246.60
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(1) Represents 1,557,580 shares of Class A Common Stock to be issued under the
1998 Long-Term Incentive Plan, as amended, 197,418 shares of Class A Common
Stock to be issued under the Employee Stock Purchase Plan, as amended, and
40,000 shares of Class A Common Stock to be issued under the Directors'
Stock Option Plan, as amended.
(2) The price shown is the average of the bid and asked price of the Class A
Common Stock reported on the Nasdaq National Market on July 25, 2001, 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, 333-95339 and 333-44526), as filed with the Securities
and Exchange Commission (the "Commission") on October 15, 1998, January 25, 2000
and August 25, 2000, respectively, are incorporated by reference herein.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
See Exhibit Index.
3
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 July 26, 2001.
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
- ----------------------------- Chairman of the Board, President,
John E. Bourgoin Chief Executive Officer, and
Director (Principal Executive
Officer) July 26, 2001
/s/ Kevin C. Eichler
- ----------------------------- Vice President of Finance and
Kevin C. Eichler Administration, Chief Financial
Officer and Secretary (Principal
Financial and Accounting Officer) July 26, 2001
/s/ Kenneth L. Coleman
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Kenneth L. Coleman Director July 26, 2001
/s/ Fred M. Gibbons
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Fred M. Gibbons Director July 26, 2001
/s/ Anthony B. Holbrook
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Anthony B. Holbrook Director July 26, 2001
/s/ William M. Kelly
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William M. Kelly Director July 26, 2001
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.
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.