As filed with the Securities and Exchange Commission on April 29, 2002
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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SIRENZA MICRODEVICES, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 77-0073042
(State of incorporation) (I.R.S. Employer Identification Number)
522 Almanor Avenue
Sunnyvale, CA 94085
(Address of principal executive offices)
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Amended and Restated 1998 Stock Plan
2000 Employee Stock Purchase Plan
(Full title of the plans)
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Robert Van Buskirk
President and Chief Executive Officer
Sirenza Microdevices, Inc.
522 Almanor Avenue
Sunnyvale, CA 94085
(408) 616-5400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
Steven V. Bernard, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
================================================================== ================ ================ ================ ==============
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered (1) Per Share Price Fee
- ------------------------------------------------------------------ ---------------- ---------------- ---------------- --------------
Common Stock, par value $0.001 per share
Reserved under this Amended and Restated 1998 Stock Plan ....... 891,823 $4.35(2) $3,879,430 $357
Reserved under the 2000 Employee Stock Purchase Plan ........... 297,274 $3.70(3) $1,099,914 $102
TOTAL ....................................................... 1,189,097 $459
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(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken
down into two subtotals.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of $4.35 per share, the
average of the high and low prices of the Registrant's Common Stock as
reported on the Nasdaq National Market on April 22, 2002.
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of $3.70 per share (85% of
the average of the high and the low prices of the Registrant's Common Stock
as reported on the Nasdaq National Market on April 22, 2002). Pursuant to
the 2000 Employee Stock Purchase Plan, shares are sold at 85% of the lesser
of the fair market value of such shares on the first day of an offering
period or the last day of the applicable purchase period.
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SIRENZA MICRODEVICES, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
EXPLANATORY NOTE:
This Registration Statement is filed pursuant to Item E under the general
instruction to Form S-8 under the Securities Act of 1933, as amended, with
respect to 891,823 additional shares of Common Stock that may be issued under
the Registrant's Amended and Restated 1998 Stock Plan and with respect to
297,274 additional shares of Common Stock that may be issued under the
Registrant's 2000 Employee Stock Purchase Plan (collectively "the Plans") as a
result of certain automatic annual increases in the number of shares authorized
for issuance under the Plans. The entire contents of the following registration
statements previously filed by the Registrant with the Securities and Exchange
Commission are hereby incorporated herein by this reference:
o The Registrant's Form S-8 Registration Statement, Registration No.
333-46108, dated September 19, 2000, relating to the Plans; and
o The Registrant's Form S-8 Registration Statement, Registration No.
333-57896, dated March 29, 2001, relating to the Plans.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- -------- --------------------------------------------------------------------------------------
3.1* Restated Certificate of Incorporation of Registrant.
3.1(a)+ Certificate of Ownership and Merger of SMDI Sub, Inc. into Stanford Microdevices, Inc.
(effecting corporate name change).
3.2** Bylaws of Registrant, as amended.
5.1 Opinion of counsel as to legality of securities being registered.
10.1* Amended and Restated 1998 Stock Plan.
10.2* 2000 Employee Stock Purchase Plan, as amended, and related subscription agreement.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1).
23.2 Consent of Ernst & Young, LLP, Independent Auditors.
24.1 Power of Attorney (see page II-2).
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-31382), declared effective by the Securities and
Exchange Commission on May 24, 2000.
** Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000 filed with the Securities and
Exchange Commission on March 29, 2001.
+ Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 2001 filed with the Securities and
Exchange Commission on March 27, 2002.
II-1
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 the City of Sunnyvale, State of California, on this 29th day
of April, 2002.
SIRENZA MICRODEVICES, INC.
By: /s/ THOMAS SCANNELL
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Thomas Scannell
Vice President, Finance and Administration,
Chief Financial Officer
Secretary and Assistant Treasurer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert Van Buskirk and Thomas Scannell, and each
of them, as his attorney-in-fact, with full power of substitution in each, 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 said attorney-in-fact, or his
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature Title Date
- --------------------------- ---------------------------------------------------- --------------
/s/ ROBERT VAN BUSKIRK President, Chief Executive Officer and Director
- --------------------------- (Principal Executive Officer) April 29, 2002
Robert Van Buskirk
/s/ THOMAS SCANNELL Vice President, Finance and Administration, Chief
- --------------------------- Financial Officer, Secretary and Assistant April 29, 2002
Thomas Scannell Treasurer (Principal Financial Officer)
/s/ GERALD HATLEY Vice President, Controller and Chief Accounting
- --------------------------- Officer (Principal Accounting Officer) April 29, 2002
Gerald Hatley
/s/ JOHN OCAMPO Chairman of the Board and Chief Technology Officer April 29, 2002
- ---------------------------
John Ocampo
/s/ PETER CHUNG Director April 29, 2002
- ---------------------------
Peter Chung
/s/ CASIMIR SKRZYPCZAK Director April 29, 2002
- ---------------------------
Casimir Skrzypczak
/s/ JOHN C. BUMGARNER, JR. Director April 29, 2002
- ---------------------------
John C. Bumgarner, Jr.
II-2
INDEX TO EXHIBITS
Exhibit
Number Description
- -------- --------------------------------------------------------------------------------------
3.1* Restated Certificate of Incorporation of Registrant.
3.1(a)+ Certificate of Ownership and Merger of SMDI Sub, Inc. into Stanford Microdevices, Inc.
(effecting corporate name change).
3.2** Bylaws of Registrant, as amended.
5.1 Opinion of counsel as to legality of securities being registered.
10.1* Amended and Restated 1998 Stock Plan.
10.2* 2000 Employee Stock Purchase Plan, as amended, and related subscription agreement.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1).
23.2 Consent of Ernst & Young, LLP, Independent Auditors.
24.1 Power of Attorney (see page II-2).
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-31382), declared effective by the Securities and
Exchange Commission on May 24, 2000.
** Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000 filed with the Securities and
Exchange Commission on March 29, 2001.
+ Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 2001 filed with the Securities and
Exchange Commission on March 27, 2002.