As filed with the Securities and Exchange Commission on July 3, 2003.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ATI TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Province of Ontario Not Applicable
(State or other jurisdiction (I.R.S. Employer
of organization) Identification No.)
1 Commerce Valley Drive East
Markham, Ontario, Canada L3T 7X6
(Address of principal executive offices)
ATI TECHNOLOGIES INC.
SHARE OPTION PLAN
(Full title of the Plan)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(Name and address of agent for service)
(212) 894-8700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share(1) Offering Price Fee
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Common Shares 10,000,000 U.S.$10.08 U.S.$100,800,000 U.S.$8,154.72
==================================================================================================
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee, based upon the average of the high and low prices for
the Common Shares quoted on The NASDAQ Stock Market on June 30, 2003.
EXPLANATORY NOTE
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The contents of ATI Technologies Inc.'s (the "Registrant") registration
statements on Form S-8 (File Nos. 333-9576 and 333-13450) filed with the
Securities and Exchange Commission (the "SEC") are hereby incorporated by
reference in their entirety.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information.*
ITEM 2. Registrant Information and Employee Plan Annual Information.*
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*Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 and the "Note" to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents previously filed with or furnished to the SEC
by the Registrant are incorporated by reference in this Registration
Statement:
(a) Annual Report on Form 40-F for the fiscal year ended August 31, 2002,
dated January 17, 2003, and filed with the SEC on January 21, 2003;
(b) Report of Foreign Issuer on Form 6-K dated June 25, 2003;
(c) Report of Foreign Issuer on Form 6-K dated March 24, 2003;
(d) Report of Foreign Issuer on Form 6-K dated January 24, 2003;
(e) Report of Foreign Issuer on Form 6-K dated January 13, 2003.
(f) Report of Foreign Issuer on Form 6-K dated January 6, 2003.
(g) Report of Foreign Issuer on Form 6-K dated December 20, 2002.
(h) Report of Foreign Issuer on Form 6-K dated November 18, 2002.
(i) Report of Foreign Issuer on Form 6-K dated September 18, 2002.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
remaining unsold, shall be deemed to be a part thereof from the date of
filing such documents. In addition, reports on Form 6-K furnished by the
Registrant to the SEC shall be deemed to be incorporated by reference in
this Registration Statement and to be a part thereof from the date such
documents are furnished to the SEC if and to the extent expressly provided
in such report.
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 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 4. Description of Securities.
Not applicable.
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ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
Under the Ontario Business Corporations Act (the "OBCA"), a
corporation may indemnify a director or officer of the corporation or a
person who acts or acted at the corporation's request as a director or
officer of a body corporate of which the corporation is or was a
shareholder or creditor against all costs, charges and expenses, including
an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him or her in respect of any civil, criminal or administrative
action or proceeding to which he or she is made a party by reason of being
or having been a director or officer of that corporation or body corporate,
if (a) he or she acted honestly and in good faith with a view to the best
interests of the corporation, and (b) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty,
he or she had reasonable grounds for believing that his or her conduct was
lawful. Where that action is by or on behalf of the corporation or that
body corporate, the approval of the court is also required.
In accordance with the OBCA, the By-laws of the Registrant provide
that the Registrant shall indemnify a director or officer of the
Registrant, a former director or officer of the Registrant or a person who
acts or acted at the Registrant's request, as a director or officer of
another corporation of which the Registrant is or was a stockholder or
creditor, and the heirs and legal representatives of such a person to the
extent permitted under the OBCA.
A policy of directors' and officers' liability insurance is maintained
by the Registrant which insures directors and officers of the Registrant
for losses as a result of claims based upon their acts or omissions as
directors and officers, including liabilities under the Securities Act of
1933, and also reimburses the Registrant for payments made pursuant to the
indemnity provisions under the OBCA.
ITEM 7. Exemption from Registration Claimed.
Not Applicable.
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ITEM 8. Exhibits.
Exhibit
Number Description
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3.1 Articles of Incorporation of the Registrant.(1)
3.2 By-laws of the Registrant.(1)
5 Opinion of Gowling Lafleur Henderson LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Gowling Lafleur Henderson LLP (included in Exhibit 5).
24 Powers of attorney (contained on the signature pages of this Registration Statement).
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(1) Incorporated by reference from the Registrant's Registration Statement on
Form S-8 (File No. 333-9576) as filed with the Commission on November 3, 1998.
ITEM 9. Undertakings.
The 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
distribution 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 of 1933, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than 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 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 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 Town of Markham, Province of Ontario, Country of Canada, on
this 30th day of June, 2003.
ATI TECHNOLOGIES INC.
By: /s/ Terry Nickerson
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Name: Terry Nickerson
Title: Senior Vice President, Finance and
Chief Financial Officer
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POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Terry Nickerson 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 or all Amendments (including post-effective
Amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent 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 said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by or on behalf of the
following persons in the capacities and on the dates indicated:
Signature Title Date
/s/ K. Y. Ho Director, Chairman and Chief June 30, 2003
- -------------------------- Executive Officer (Principal)
K. Y. Ho Executive Officer)
/s/ Terry Nickerson Senior Vice President, Finance June 30, 2003
- -------------------------- and Chief Financial Officer
Terry Nickerson (Principal Financial Officer and
Principal Accounting Officer)
/s/ James D. Fleck Director June 30, 2003
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James D. Fleck
/s/ Paul D. Fox Director June 30, 2003
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Paul D. Fox
/s/ Alan D. Horn Director June 30, 2003
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Alan D. Horn
/s/ Paul Russo Director June 30, 2003
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Paul Russo
/s/ Ronald Chwang Director June 30, 2003
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Ronald Chwang
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Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, the undersigned has signed this Registration Statement, solely in the
capacity of the duly authorized representative in the United States of ATI
Technologies Inc. in Canada, in the Town of Markham, Province of Ontario, on
this 30th day of June, 2003.
ATI TECHNOLOGIES (U.S.) INC.
By: /s/ K. Y. Ho
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Name: K. Y. Ho
Title: Director, President and Secretary
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Exhibit Index
Exhibit
Number Description
3.1 Articles of Incorporation of the Registrant.(1)
3.2 By-laws of the Registrant.(1)
5 Opinion of Gowling Lafleur Henderson LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Gowling Lafleur Henderson LLP (included in
Exhibit 5).
24 Powers of attorney (contained on the signature pages
of this Registration Statement).
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(1) Incorporated by reference from the Registrant's Registration Statement on
Form S-8 (File No. 333-9576) as filed with the Commission on November 3, 1998.