As filed with the Securities and Exchange Commission on September 25, 2002
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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)
-----------------------------
MIPS Technologies, Inc. 1998 Long-Term Incentive Plan, as amended
MIPS Technologies, Inc. Employee Stock Purchase Plan, as amended
(Full titles of the plans)
-----------------------------
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)
-----------------------------
(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 1,764,493 $1.42 $2,505,580.06 $230.51
(1) Represents 1,568,439 shares of Class A Common Stock to be issued under the
1998 Long-Term Incentive Plan, as amended, and 196,054 shares of Class A
Common Stock to be issued under the Employee Stock Purchase 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 September 24, 2002,
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, 333-44526 and 333-66028), as filed
with the Securities and Exchange Commission (the "Commission") on October 15,
1998, January 25, 2000, August 25, 2000 and July 27, 2001, 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 September 25, 2002.
MIPS TECHNOLOGIES, INC.
By: /s/ John E. Bourgoin
-------------------------------------
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 and Employee Stock Purchase 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
- ---------------------------------- ---------------------------------------- ---------------
/s/ John F. Bourgoin
- ---------------------------------- Chairman of the Board, President,
John E. Bourgoin Chief Executive Officer, and
Director (Principal Executive Officer) September 25, 2002
/s/ Kevin C. Eichler
- ---------------------------------- Vice President and Chief Financial
Kevin C. Eichler Officer (Principal Financial
and Accounting Officer) September 25, 2002
/s/ Kenneth L. Coleman
- ---------------------------------- Director September 25, 2002
Kenneth L. Coleman
/s/ Fred M. Gibbons
- ---------------------------------- Director September 25, 2002
Fred M. Gibbons
/s/ Anthony B. Holbrook
- ---------------------------------- Director September 25, 2002
Anthony B. Holbrook
/s/ Benjamin A. Horowitz
- ---------------------------------- Director September 25, 2002
Benjamin A. Horowitz
/s/ William M. Kelly
- ---------------------------------- Director September 25, 2002
William M. Kelly
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.
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.