As filed with the Securities and Exchange Commission on October 31, 1996
Registration No. 33-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
OPTI INC.
(Exact name of registrant as specified in its charter)
California 77-0220697
- ------------------------------------- -------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
888 Tasman Drive
Milpitas, California 95035
(Address of principal executive offices)
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1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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JERRY CHANG
Chief Executive Officer and Chairman
OPTi INC.
888 Tasman Drive
Milpitas, California 95035
(408) 486-8000
(Name, address and telephone number, including area code,
of agent for service)
-----------------------------
Copy to:
TOR R. BRAHAM, ESQ.
Wilson, Sonsini, Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304-1050
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Maximum Registration
be Registered Registered Offering Price Aggregate Fee*
Per Unit* Offering Price*
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Common Stock,
No par value 100,000 $ 5.375 $ 537,500.00 $ 185.35
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* Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of $5.375 per share which is
the average of the high and low prices reported on the Nasdaq National
Market on October 25, 1996.
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
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There are hereby incorporated by reference into this Registration Statement
the following documents and information previously filed with the Securities and
Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, filed pursuant to Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act");
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 30, 1996 filed pursuant to Section 15(d) of the 1934 Act.
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1996 filed pursuant to Section 15(d) of the 1934 Act.
(d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated March 24, 1993, filed
pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange
Act"), which was declared effective by the Commission on May 11, 1993, including
any amendment or report filed for the purpose of updating such description.
(e) All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing 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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The validity of the Common Stock being registered hereby will be passed
upon for the Company by Wilson, Sonsini, Goodrich & Rosati, P.C., Palo Alto,
California. Tor R. Braham, a member of Wilson, Sonsini, Goodrich & Rosati,
holds 4,000 shares of Common Stock of the Company and serves as a director of
the Company. In addition, certain members and investment trusts of Wilson,
Sonsini, Goodrich & Rosati hold options to purchase 15,000 shares of Common
Stock of the Company.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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The Company has adopted provisions in its Articles of Incorporation that
limit the liability of its directors for monetary damages arising from a breach
of their fiduciary duty as directors, except to the extent otherwise required by
the California Corporations Code. California Corporations Code Section 317(h)
provides that, with limited exceptions, the Company may not indemnify or advance
money for expenses where such indemnification or advance is inconsistent with a
provision of the Company's Articles or Bylaws, a resolution adopted by its
shareholders or an agreement in effect at the time of the accrual of the alleged
cause of action
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asserted in the proceeding which prohibits or otherwise limits indemnification.
The Company is not aware of any provision in its Articles or Bylaws, in a
shareholder resolution or in any other agreement which is inconsistent with the
Company's ability to provide indemnification. Such limitation of liability does
not affect the availability of equitable remedies such as injunctive relief or
rescission.
The Company's Bylaws provide that the Company shall indemnify its directors
and officers to the fullest extent permitted by California law, including
circumstances in which indemnification is otherwise discretionary under
California law. The Company has also entered into indemnification agreements
with its officers and directors containing provisions which are in some respects
broader than the specific indemnification provisions contained in the California
Corporations Code. The indemnification agreements may require the Company,
among other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature), to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified, and to obtain directors' and
officers' insurance if available on reasonable terms.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors or officers, such indemnification obligations may
be against public policy as expressed in the Securities Act and may therefore be
unenforceable. Moreover, the Company's provisions relating to limitations of
liability of its directors will not limit the directors' exposure to monetary
liability under the Securities Act.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
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Not Applicable.
Item 8. EXHIBITS
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The following additional exhibits are hereby enclosed for filing:
Exhibit
Number Document
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4.1 1996 Employee Stock Purchase Plan
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati with respect to
the securities being registered
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see pages 4 and 5)
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Item 9. UNDERTAKINGS
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(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 distri bution 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, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 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 indemni fication 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
OPTi Inc., a corporation organized and existing under the laws of the State of
California, 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 county of Santa Clara, State of California, on this 31st
day of October, 1996.
OPTi INC.
By: /s/ Jerry Chang
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Jerry Chang
Chief Executive Officer and Chairman
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jerry Chang and David Zacarias, and each
of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection there with, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
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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
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/s/ Jerry Chang Chief Executive Officer and October 31, 1996
- -------------------- Chairman (Principal Executive
Jerry Chang Officer)
/s/ David Zacarias Chief Financial officer (Principal October 31, 1996
- -------------------- Accounting Officer)
David Zacarias
/s/ Stephen A. Dukker President and Director October 31, 1996
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Stephen A. Dukker
/s/ Kapil Nanda Director October 31, 1996
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Kapil Nanda
/s/ Tor R. Braham Director October 31, 1996
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Tor R. Braham
/s/ David Lin Director October 31, 1996
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David Lin
/s/ Bernard Marren Director October 31, 1996
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Bernard Marren
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INDEX TO EXHIBITS
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Exhibit Sequentially
Number Description Numbered Page
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4.1 1996 Employee Stock Purchase Plan
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati
with regard to the securities being registered
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1) --
24.1 Power of Attorney (See pages 4 and 5) --