As filed with the Securities and Exchange Commission on January 7, 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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GENESIS MICROCHIP INCORPORATED
(Exact name of Registrant as specified in its charter)
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Nova Scotia, Canada None
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
165 Commerce Valley Drive W.
Thornhill, Ontario Canada
L3T 7V8
(905) 889-5400
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
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Paul M. Russo
Genesis Microchip Corporation
2071 Landings Drive
Mountain View, CA 94043
(650) 428-4277
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
JEFFREY D. SAPER, ESQ.
NATHAN E. LINN, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
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Common Shares, no par value approved for
issuance under the 1997 Employee Stock
Purchase Plan (1)........................ 83,802 $14.59 $1,222,671.18 $322.79
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Totals 83,802 $1,222,671.18 $322.79
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(1) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 solely for the
purpose of calculating the registration fee. The computation is based upon 85%
(see explanation in following sentence) of the average of the high and low
price of the Common Stock as reported on the Nasdaq National Market on January
4, 2000. Pursuant to the 1997 Employee Stock Purchase Plan, Common Stock issued
thereunder will be sold at a per share price equal to 85% of the Fair Market
Value of a share of Common Stock on the Enrollment Date or the Exercise Date,
whichever is lower (as such terms are defined in such plan). The indicated
number of shares to be registered represents additional shares issuable under
the listed plan that are not covered by prior registration statements.
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES.
The Registrant previously filed a Registration Statement on Form S-8 with
the Securities and Exchange Commission on or about January 12, 1999 (SEC File
No. 333-70469) (the "Previous Form S-8"). The Previous Form S-8 was filed in
connection with the Registrant's 1997 Employee Stock Purchase Plan and the
Registrant's 1997 Employee Stock Option Plan. This Registration Statement
registers additional shares of the Registrant's Common Shares to be issued
pursuant to the 1997 Employee Stock Purchase Plan (the "1997 Plan"). The
contents of the Previous Form S-8, including periodic reports that the
Registrant filed, or to be filed, after the Previous Form S-8 to maintain
current information about the Registrant, are incorporated by reference into
this Registration Statement pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
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4.1 The 1997 Employee Stock Purchase Plan.*
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5.1 Opinion of Stewart McKelvey Stirling Scales regarding the validity of
securities being registered filed herewith.
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23.1 Consent of KPMG LLP filed herewith.
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23.2 Consent of counsel (contained in Exhibit 5.1).
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24.1 Power of Attorney (see page II-2).
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*Incorporated by reference to the Registrant's Registration Statement on Form
F-1 (file No. 333-8258), declared effective by the Securities and Exchange
Commission on February 23, 1998.
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 Thornhill, Ontario, Canada, on this 7th day of January, 2000.
GENESIS MICROCHIP INCORPORATED
By: /s/ I. Eric Erdman
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I. Eric Erdman
Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul M. Russo and I. Eric Erdman, 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
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/s/ Paul M. Russo Chairman, Chief Executive Officer January 7, 2000
- ----------------------------------------------- and authorized U.S. Representative
Paul M. Russo
/s/ I. Eric Erdman Chief Financial Officer, Chief January 7, 2000
- ----------------------------------------------- Accounting Officer and Secretary
I. Eric Erdman
/s/ James E. Donegan Director January 7, 2000
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James E. Donegan
/s/ George A. Duguay Director January 7, 2000
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George A. Duguay
/s/ Lawrence G. Finch Director January 7, 2000
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Lawrence G. Finch
/s/ Alexander S. Lushtak Director January 7, 2000
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Alexander S. Lushtak
INDEX TO EXHIBITS
Exhibit Number Exhibit Document
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4.1 The 1997 Employee Stock Purchase Plan.*
5.1 Opinion of Stewart Mckelvey Stirling Scales regarding the
validity of the securities being registered, filed
herewith.
23.1 Consent of KPMG LLP filed herewith.
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-2).
*Incorporated by reference to the Registrant's Registration Statement on
Form F-1 (file No. 333-8258), declared effective by the Securities and
Exchange Commission on February 23, 1998.