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As filed with the Securities and Exchange Commission on June 29, 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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VIASAT, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 33-0174996
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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6155 EL CAMINO REAL
CARLSBAD, CALIFORNIA 92009
(760) 476-2200
(Address of principal executive offices, including
zip code, and telephone number)
THE VIASAT, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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Copies to:
MARK D. DANKBERG THOMAS A. EDWARDS, ESQ.
CHAIRMAN, PRESIDENT AND LATHAM & WATKINS
CHIEF EXECUTIVE OFFICER 701 "B" STREET, SUITE 2100
6155 EL CAMINO REAL SAN DIEGO, CALIFORNIA 92101
CARLSBAD, CALIFORNIA 92009 (619) 236-1234
(760) 476-2200
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) Per Share(2) Price Fee
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Common Stock, $.0001 par value 250,000 $46.50 $11,625,000 $3,069.00
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(1) Covers 250,000 additional shares of common stock available for issuance
under The ViaSat, Inc. Employee Stock Purchase Plan (the "Purchase Plan"),
pursuant to an amendment of the Purchase Plan approved by the stockholders
of the Registrant on September 15, 1999. The Purchase Plan authorizes the
issuance of a maximum of 500,000 shares. However, the offer and sale of
250,000 shares of common stock, which have been or may be issued under the
Purchase Plan, have previously been registered pursuant to Form S-8
Registration Statement No. 333-21113.
(2) Pursuant to Rule 457(h) the Proposed Maximum Offering Price Per Share is
based on the average of the high and low prices for the Registrant's
common stock as reported on the Nasdaq National Market on June 23, 2000.
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This Registration Statement on Form S-8 registers the offer and sale of an
additional 250,000 shares of common stock of ViaSat, Inc. for issuance under The
ViaSat, Inc. Employee Stock Purchase Plan. In accordance with Instruction E to
Form S-8, the contents of the prior Registration Statement File No. 333-21113
are hereby incorporated by reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
ViaSat hereby incorporates the following documents in this Registration
Statement by reference:
1. Annual Report on Form 10-K for the fiscal year ended March 31, 1999,
filed with the Securities and Exchange Commission (SEC) on June 29,
1999;
2. Quarterly Report on Form 10-Q for the quarter ended June 30, 1999,
filed with the SEC on August 13, 1999;
3. Quarterly Report on Form 10-Q for the quarter ended September 30,
1999, filed with the SEC on November 15, 1999;
4. Quarterly Report on Form 10-Q for the quarter ended December 31,
1999, filed with the SEC on February 14, 2000;
5. Current Report on Form 8-K filed with the SEC on January 19, 2000;
6. Current Report on Form 8-K filed with the SEC on May 8, 2000;
7. Description of ViaSat's common stock contained in Registration
Statement on Form 8-A filed with the SEC on November 20, 1996; and
8. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (Exchange Act), since
the end of the fiscal year covered by the Annual Report on Form 10-K
referred to in clause (1) above.
All documents filed by ViaSat pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date this Registration Statement is
filed with the SEC 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
in this Registration Statement and to be a part of it from the respective dates
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 8. EXHIBITS.
5.1 Opinion of Latham & Watkins.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page hereto).
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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 Carlsbad, State of California, on June 26, 2000.
ViaSat, Inc.
By: /s/ Mark D. Dankberg
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Mark D. Dankberg
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
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. Each person whose signature appears below
authorizes Mark D. Dankberg and Richard A. Baldridge, and either of them, with
full power of substitution and resubstitution, his true and lawful
attorneys-in-fact, for him in any and all capacities, to sign any amendments
(including post-effective amendments or supplements) to this Registration
Statement and to file the same, with exhibits thereto, and other documents in
connection therewith, with the SEC.
Signature Title Date
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/s/ Mark D. Dankberg Chairman, President and June 26, 2000
- --------------------------------- Chief Executive Officer
Mark D. Dankberg (Principal Executive Officer)
/s/ Richard A. Baldridge Vice President, Chief Financial Officer June 26, 2000
- --------------------------------- (Principal Financial Officer and
Richard A. Baldridge Principal Accounting Officer)
and Chief Operating Officer
/s/ James F. Bunker Director June 26, 2000
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James F. Bunker
/s/ Robert W. Johnson Director June 26, 2000
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Robert W. Johnson
/s/ B. Allen Lay Director June 26, 2000
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B. Allen Lay
/s/ Jeffrey M. Nash Director June 26, 2000
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Jeffrey M. Nash
/s/ William A. Owens Director June 26, 2000
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William A. Owens
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EXHIBIT INDEX
EXHIBIT
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5.1 Opinion of Latham & Watkins.*
23.1 Consent of PricewaterhouseCoopers LLP.*
23.2 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).*
24.1 Power of Attorney (included on signature page hereto).*
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* Filed herewith.