As filed with the Securities and Exchange Commission on April 30, 1997
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 50,000 $ 5.1875 $ 259,375.00 $79.00
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* Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of $5.1875 per share which is
the average of the high and low prices reported on the Nasdaq National
Market on April 25, 1997.
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, 1996, filed pursuant to Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act");
(b) 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.
(c) 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.
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Item 8. EXHIBITS
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The following additional exhibits are hereby enclosed for filing:
Exhibit
Number Document
- --------- ------------------------------------------------------------------
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 3 and 4)
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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 30th
day of April, 1997
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 April 30, 1997
- -------------------- Chairman (Principal Executive
Jerry Chang Officer)
/s/ David Zacarias Chief Financial officer (Principal April 30, 1997
- -------------------- Accounting Officer)
David Zacarias
/s/ Stephen A. Dukker President and Director April 30, 1997
- --------------------
Stephen A. Dukker
/s/ Director
- --------------------
Kapil Nanda
/s/ Tor R. Braham Director April 30, 1997
- --------------------
Tor R. Braham
/s/ Director
- --------------------
David Lin
/s/ Bernard Marren Director April 30, 1997
- --------------------
Bernard Marren
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