As filed with the Securities and Exchange Commission on
August 11, 2003
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MIPS TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
77-0322161
(I.R.S. Employer Identification No.)
1225 Charleston Road
Mountain View, CA 94043-1353
(Address of principal executive offices)
MIPS Technologies, Inc. 1998 Long-Term Incentive Plan, as amended
MIPS Technologies, Inc. Employee Stock Purchase Plan, as amended
(Full titles of the plans)
John E. Bourgoin
Chief Executive Officer and President
MIPS TECHNOLOGIES, INC.
1225 Charleston Road
Mountain View, CA 94043-1353
(Name and address of agent for service)
(650) 567-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Class A Common Stock, Class A Common Stock,
$0.001 par value $0.001 par value Total
Amount to
be registered 1,622,269 (1) 202,885 (2) 1,825,154
Proposed Maximum
Offering Price
Per Share (3) $3.15 $2.6775
Proposed Maximum
Aggregate Offering
Price $5,110,147 $543,225
Amount of
Registration Fee $414 $44 $458
(1) Represents 1,622,269 shares of Class A Common Stock automatically
reserved on July 1, 2003 for issuance upon the exercise of stock options
that may be granted under the 1998 Long-Term Incentive Plan, as amended.
(2) Represents 202,885 shares of Class A Common Stock automatically
reserved on July 1, 2003 for issuance upon the exercise of purchase
rights that may be granted under the Employee Stock Purchase Plan,
as amended.
(3) The price shown is the average of the bid and askedprice of the
Registrant's Class A Common Stock reported on the NASDAQ National
Market on August 6, 2003, in accordance with Rules 457(c) and
(h) of the Securities Act of 1933, as amended (the "Securities Act"),
and is being used solely for the purpose of calculating the registration
fee. In the case of the Employee Stock Purchase Plan, this amount is
multiplied by 85%, which amount is the percentage of the price per share
applicable to purchases under the Employee Stock Purchase Plan.
STATEMENT PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
The contents of the Registrant's Registration Statements on Form S-8
(Reg. Numbers 333-65693, 333-95339, 333-44526, 333-66028, and 333-100092),
as filed with the Securities and Exchange Commission (the "Commission")
on October 15, 1998, January 25, 2000, August 25, 2000, July 27, 2001
and September 25, 2002 respectively, are incorporated by reference
herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
See Exhibit Index.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Mountain View, California,
on August 11, 2003.
MIPS TECHNOLOGIES, INC.
By: /s/ John E. Bourgoin
John E. Bourgoin
President, Chief Executive Officer and Director
SIGNATURES and POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated. In addition, each person whose signature
appears below constitutes and appoints John E. Bourgoin and Kevin C.
Eichler, each alone to act as his true and lawful attorney-in-fact and
agent, each with the full power of substitution, for him and in his name
in any and all capacities, to sign any or all amendments, including pre-
effective and post-effective amendments, and supplements to this Registration
Statement on Form S-8 relating to the Registrant's 1998 Long-Term Incentive
Plan and Employee Stock Purchase Plan, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes
as he might or could do in person, 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.
Signature
Title
Date
/s/ John F. Bourgoin
John E. Bourgoin
Chairman of the Board, President, Chief Executive Officer, and Director
(Principal Executive Officer)
August 11, 2003
/s/ Kevin C. Eichler
Kevin C. Eichler
Vice President and Chief Financial Officer (Principal Financial and
Accounting Officer)
August 11, 2003
/s/ Kenneth L. Coleman
Kenneth L. Coleman
Director
August 11, 2003
/s/ Fred M. Gibbons
Fred M. Gibbons
Director
August 11, 2003
/s/ Anthony B. Holbrook
Anthony B. Holbrook
Director
August 11, 2003
/s/ Benjamin A. Horowitz
Benjamin A. Horowitz
Director
August 11, 2003
/s/ William M. Kelly
William M. Kelly
Director
August 11, 2003
EXHIBIT INDEX
Item 8. Exhibits
Incorporated By Reference
Exhibit Filing Exhibit Filed
No. Exhibit Form File No. Date No. Herewith
4.01 MIPS Technologies,
Inc. 1998 Long-Term
Incentive Plan,
as amended 10-Q 000-24487 2-14-03 10.8
4.02 MIPS Technologies,
Inc. Employee Stock
Purchase Plan,
as amended DEF14A 000-24487 9-22-99 Exhibit B
5.01 Opinion of Fenwick
& West LLP X
23.01 Consent of Fenwick
& West LLP (included
in Exhibit 5.01) X
23.02 Consent of Ernst &
Young LLP, Independent
Auditors X
24.1 Power of Attorney
(included on signature
page) X
EXHIBIT 5.01
August 11, 2003
MIPS Technologies, Inc.
1225 Charleston Road
Mountain View, California 94043-1353
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by MIPS Technologies, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission on or about August 11, 2003 in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate of 1,825,154
shares of your common stock (the "Stock") that are subject to issuance by
you as follows in connection with evergreen increases under such plans
effective as of July 1, 2003:
- - 1,622,269 shares of Stock reserved for issuance upon exercise of stock
options granted or to be granted under your 1998 Long-Term Incentive Plan
(the "Option Plan"); and
- - 202,885 shares of Stock reserved for issuance upon exercise of purchase
rights granted or to be granted under your Employee Stock Purchase Plan
(the "Purchase Plan").
The Option Plan and the Purchase Plan are collectively referred to herein
as the "Plans." In rendering this opinion, we have examined such matters
of fact as we have deemed necessary in order to render the opinion set
forth herein, which included an examination of the following:
(1) your Amended and Restated Certificate of Incorporation, filed with
the Delaware Secretary of State on April 1, 1999;
(2) your Amended and Restated Bylaws, certified by the Company's
Secretary on or about the date hereof;
(3) the Registration Statement, together with the exhibits filed as a
part thereof or incorporated therein by reference;
(4) the Prospectuses prepared in connection with the Registration
Statement;
(5) the action by written consent and minutes of the meetings of the
Board of Directors on May 22, 1998 and August 27, 1998, respectively,
relating to the adoption and subsequent amendment of the Plans and the
action by written consent of your stockholders on May 22, 1998 relating
to the adoption of the Plans.
(6) the stock records that you have provided to us, consisting of
certificates from your transfer agent as of June 30, 2003 and as of the
date hereof, verifying the number of your issued and outstanding shares
of capital stock as of those dates and a summary report as of June 30, 2003
and as of the date hereof of the number of shares of your common stock
subject to issuance upon exercise of outstanding options to purchase
your capital stock and the number of shares of your capital stock reserved
for issuance upon the exercise of options to be granted in the future (the
"Stock Records"); and
(7) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual representations
(the "Management Certificate").
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures
on original documents, the authenticity and completeness of all documents
submitted to us as originals, the conformity to originals and completeness
of all documents submitted to us as copies, and the legal capacity of all
persons or entities executing the same. We have also assumed that the
certificates representing the Stock will be, when issued, properly signed
by authorized officers of the Company or their agents.
As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information obtained from the
documents referred to above and the representations and warranties made by
representatives of the Company to us, including but not limited to those
set forth in the Management Certificate. We have made no independent
investigation or other attempt to verify the accuracy of any of such
information or to determine the existence or non-existence of any other
factual matters; however, we are not aware of any facts that would cause
us to believe that the opinion expressed herein is not accurate.
We are admitted to practice law in the State of California, and we render
this opinion only with respect to, and express no opinion herein concerning
the application or effect of the laws of any jurisdiction other than, the
existing laws of the United States of America, of the State of California
and of the Delaware General Corporation Law, the Delaware Constitution and
reported judicial decisions relating thereto.
Based upon the foregoing, it is our opinion that the 1,825,154 shares of
Stock that may be issued and sold by the Company upon the exercise of
stock options and purchase rights granted or to be granted under the Plans,
when issued, sold and delivered in accordance with the applicable plan and
purchase agreements to be entered into thereunder and in the manner and for
the consideration stated in the Registration Statement and the relevant
Prospectus, will be validly issued, fully paid and nonassessable.
[Remainder of this page intentionally left blank]
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto. This opinion is intended solely for use in connection
with issuance and sale of shares subject to the Registration Statement and
is not to be relied upon for any other purpose. We assume no obligation
to advise you of any fact, circumstance, event or change in the law or the
facts that may hereafter be brought to our attention whether or not such
occurrence would affect or modify the opinions expressed herein.
Very truly yours,
FENWICK & WEST LLP
By: /s/ Daniel Winnike
Daniel Winnike, a Partner
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the MIPS Technologies, Inc. 1998 Long-Term
Incentive Plan, as amended and the MIPS Technologies, Inc. Employee Stock
Purchase Plan, as amended, of MIPS Technologies, Inc. of our report dated
July 17, 2002, with respect to the consolidated financial statements of
MIPS Technologies, Inc. included in the Annual Report (Form 10-K) for the
year ended June 30, 2002, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young, LLP
San Jose, California
August 8, 2003