As filed the Securities and Exchange Commission on August 2, 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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2000 NON STATUTORY STOCK OPTION PLAN
1997 EMPLOYEE STOCK OPTION PLAN
(Full title of the Plans)
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Amnon Fisher
Genesis Microchip Corporation
2150 Gold Street
Alviso, CA 95002
(408) 544-9620
(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.
ANJANI RAGADE, 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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Amount Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Securities to to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share Price Fee
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Common Shares, no par value approved for
issuance under:
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2000 Non Statutory Stock Option Plan (1)....... 1,500,000 $16.90625 $25,359,375.00 $ 6,694.88
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1997 Employee Stock Option Plan 670,676 $16.90625 $11,338,616.13 $ 2,993.39
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Totals 2,170,676.00 $ 9,688.27
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(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee.
The computation is based upon the average of the high and low price as
reported on the Nasdaq National Market on July 28, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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Genesis Microchip Corporation ("Genesis") hereby incorporates by reference
in this registration statement the following documents:
(a) The Registrant's annual report on Form 10-K (File No. 000- 29592),
filed pursuant to Section 13 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") with the Securities and Exchange
Commission on June 29, 2000;
(b) All other reports, if any, filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year ended March 31, 2000;
(c) The description of the Registrant's Common Shares to be offered hereby
is contained in the Registrant's Registration Statement on Form S-4
filed with the Securities and Exchange Commission on April 23, 1999
(File No. 333-76937), including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by Genesis pursuant to Sections 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.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Pursuant to Rule 411(b) of the Securities Act of 1933, as amended, we
hereby incorporate by reference Part II Item 20 of the Registrant's Registration
Statement on Form S-4, including any amendments thereto (File No. 333-76937),
filed with the Securities and Exchange Commission on April 23, 1999.
Item 7. Exemption From Registration Claimed.
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Not applicable.
II-1
ITEM 8. EXHIBITS.
4.1* Memorandum and Articles of Association of Genesis Microchip
Incorporated
4.2 The 2000 Non Statutory Stock Option Plan, as amended
4.3** The 1997 Employee Stock Option Plan, as amended on October 27,
1998
5.1 Opinion of Stewart McKelvey Stirling Scales
23.1 Consent of KPMG LLP
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-3).
* Incorporated herein by reference to the Company's Registration Statement
on Form S-4 (File No. 333-76937) filed with the Commission on April 23, 1999.
** Incorporated herein by reference to the Company's Registration Statement
on Form S-8 (File No. 333-70469) filed with the Commission on January 12, 1999.
ITEM 9. UNDERTAKINGS.
(a) 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 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.
(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) 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 of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act of 1934) 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.
(c) 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
II-2
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 28th day of July, 2000.
GENESIS MICROCHIP INCORPORATED
By: /s/ Eric Erdman
___________________________________
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 Amnon Fisher 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 Russo
____________________________ Chairman August 2, 2000
Paul Russo
/s/ Amnon Fisher
____________________________ Chief Executive Officer and August 2, 2000
Amnon Fisher authorized U.S. Representative
/s/ Eric Erdman
____________________________ Chief Financial Officer, Chief August 2, 2000
I. Eric Erdman Accounting Officer and Secretary
/s/ James E. Donegan
____________________________ Director August 2, 2000
James E. Donegan
/s/ George A. Duguay
____________________________ Director August 2, 2000
George A. Duguay
/s/ Lawrence G. Finch
____________________________ Director August 2, 2000
Lawrence G. Finch
/s/ Alexander S. Lushtak
____________________________
Alexander S. Lushtak Director August 2, 2000
II-3
INDEX TO EXHIBITS
Exhibit Number Exhibit Document
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4.1* Memorandum and Articles of Association of Genesis Microchip
Incorporated
4.2 The 2000 Non Statutory Stock Option Plan, as amended
4.3** The 1997 Employee Stock Option Plan, as amended on October
27, 1998
5.1 Opinion of Stewart McKelvey Stirling Scales
23.1 Consent of KPMG LLP
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-3).
* Incorporated herein by reference to the Company's Registration
Statement on Form S-4 (File No. 333-76937) filed with the Commission on April
23, 1999.
** Incorporated herein by reference to the Company's Registration
Statement on Form S-8 (File No. 333-70469) filed with the Commission on January
12, 1999.