-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MUqhj516gPfr48gVWUaVFcDKDsvC34b/DGQ6SKXMPxUIClnKeWqz0ftSGsBhNZeG GA4uYD91GUP/gHkqbd9bCQ== 0000912057-02-008915.txt : 20020415 0000912057-02-008915.hdr.sgml : 20020415 ACCESSION NUMBER: 0000912057-02-008915 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020306 EFFECTIVENESS DATE: 20020306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILICON LABORATORIES INC CENTRAL INDEX KEY: 0001038074 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 742793174 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-83844 FILM NUMBER: 02568520 BUSINESS ADDRESS: STREET 1: 4635 BOSTON LN CITY: AUSTIN STATE: TX ZIP: 78735 MAIL ADDRESS: STREET 1: 4635 BOSTON LANE CITY: AUSTIN STATE: TX ZIP: 78735 S-8 1 a2072671zs-8.txt S-8 As filed with the Securities and Exchange Commission on March 6, 2002 Registration No. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- SILICON LABORATORIES INC. (Exact name of registrant as specified in its charter) DELAWARE 74-2793174 (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 4635 BOSTON LANE AUSTIN, TEXAS 78735 (Address of principal executive offices) (Zip Code) SILICON LABORATORIES INC. 2000 STOCK INCENTIVE PLAN EMPLOYEE STOCK PURCHASE PLAN (Full title of the Plan(s)) ---------------- NAVDEEP S. SOOCH CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD SILICON LABORATORIES INC. 4635 BOSTON LANE AUSTIN, TEXAS 78735 (Name and address of agent for service) (512) 416-8500 (Telephone Number, including area code, of agent for service) ---------------- CALCULATION OF REGISTRATION FEE
=================================================================================================================================== Proposed Maximum Amount to be Offering Price per Proposed Maximum Amount of Title of Securities to be Registered Registered(1) Share(2) Aggregate Offering Price(2) Registration Fee - ------------------------------------ ---------------- ------------------ --------------------------- ---------------- 2000 STOCK INCENTIVE PLAN - ------------------------------- Common Stock, $0.0001 par value 2,432,003 shares $26.52 $64,484,559.55 $5,932.58 EMPLOYEE STOCK PURCHASE PLAN - ------------------------------- Common Stock, $0.0001 par value 243,200 shares $26.52 $6,448,448.00 $593.26 ---------------- ---------------- 2,675,203 shares Aggregate Registration Fee $6,525.84 ================ ================ ===================================================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Registrant's 2000 Stock Incentive Plan and Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the outstanding shares of Registrant's Common Stock. (2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low selling price per share of the Registrant's Common Stock on February 28, 2002, as reported by the Nasdaq National Market. Pursuant to General Instruction E to Form S-8, this Registration Statement on Form S-8 registers the offer and sale of an additional 2,675,203 shares of Common Stock of the Registrant for issuance under the Registrant's 2000 Stock Incentive Plan and Employee Stock Purchase Plan. The contents of the prior Registration Statement relating to the Plans, Filing No. 333-60794 and 333-39528, respectively, are incorporated herein by reference. PART II Information Required in the Registration Statement Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE Silicon Laboratories Inc. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"): (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 29, 2001 filed with the Commission on January 22, 2002; (b) The Registrant's Registration Statement No. 000-29823 on Form 8-A12G filed with the Commission on March 7, 2000, in which there is described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock. All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act") after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date 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 subsequently filed document which also 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
Exhibit Number Exhibit -------------- ------- 5 Opinion and consent of Brobeck, Phleger & Harrison LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to pages II-2 and II-3 of this Registration Statement. 99.1* Silicon Laboratories Inc. 2000 Stock Incentive Plan. 99.2** Silicon Laboratories Inc. Employee Stock Purchase Plan.
* Exhibit 99.1 is incorporated herein by reference to Exhibits 99.1 to Registrant's Registration Statement No. 333-60794 on Form S-8 filed with the SEC on May 11, 2001. ** Exhibit 99.2 is incorporated herein by reference to Exhibits 99.2 to Registrant's Registration Statement No. 333-39528 on Form S-8 filed with the SEC on June 16, 2000. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Austin, State of Texas on this 6th day of March, 2002. SILICON LABORATORIES INC. By: /s/ Navdeep S. Sooch --------------------------- Navdeep S. Sooch Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned officers and directors of Silicon Laboratories Inc., a Delaware corporation, do hereby constitute and appoint Navdeep S. Sooch and John W. McGovern and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- Chief Executive Officer and Chairman /s/ Navdeep S. Sooch of the Board of Directors (principal March 6, 2002 - ------------------------------ executive officer) Navdeep S. Sooch Vice President and Chief Financial /s/ John W. McGovern Officer (principal financial and March 6, 2002 - ------------------------------ accounting officer) John W. McGovern II-2 /s/ Jeffrey W. Scott Vice President of Engineering and March 6, 2002 - ------------------------------ Director Jeffrey W. Scott /s/ David R. Welland Vice President of Technology and March 6, 2002 - ------------------------------ Director David R. Welland /s/ William P. Wood Director March 6, 2002 - ------------------------------ William P. Wood /s/ H. Berry Cash Director March 6, 2002 - ------------------------------ H. Berry Cash /s/ William G. Bock Director March 6, 2002 - ------------------------------ William G. Bock
II-3 EXHIBIT INDEX
Exhibit Number Exhibit -------------- ------- 5 Opinion and consent of Brobeck, Phleger & Harrison LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to pages II-2 and II-3 of this Registration Statement. 99.1* Silicon Laboratories Inc. 2000 Stock Incentive Plan. 99.2** Silicon Laboratories Inc. Employee Stock Purchase Plan.
* Exhibit 99.1 is incorporated herein by reference to Exhibits 99.1 to Registrant's Registration Statement No. 333-60794 on Form S-8 filed with the SEC on May 11, 2001. ** Exhibit 99.2 is incorporated herein by reference to Exhibits 99.2 to Registrant's Registration Statement No. 333-39528 on Form S-8 filed with the SEC on June 16, 2000. EX-5 3 a2072671zex-5.txt EXHIBIT 5 EXHIBIT 5 OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP March 6, 2002 Silicon Laboratories Inc. 4635 Boston Lane Austin, Texas 78735 Re: SILICON LABORATORIES INC. - REGISTRATION STATEMENT FOR OFFERING OF AN AGGREGATE OF 2,675,203 SHARES OF COMMON STOCK Ladies and Gentlemen: We have acted as counsel to Silicon Laboratories Inc., a Delaware corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of 2,675,203 additional shares of the Company's common stock (the "Shares") for issuance under the Company's 2000 Stock Incentive Plan and the Employee Stock Purchase Plan (the "Plans"). This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K. We have reviewed the Company's charter documents and the corporate proceedings taken by the Company in connection with the establishment and implementation of the Plans. Based on such review, we are of the opinion that, if, as and when the Shares have been issued and sold (and the consideration therefor received) pursuant to the (a) provisions of stock option agreements duly authorized under the 2000 Stock Incentive Plan and in accordance with the Registration Statement, (b) duly authorized direct stock issuances under the 2000 Stock Incentive Plan and in accordance with the Registration Statement or (c) duly authorized stock purchase rights issued under the Employee Stock Purchase Plan effected in accordance with the Registration Statement, such Shares will be duly authorized, legally issued, fully paid and nonassessable. We consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement. This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plans or the Shares. Very truly yours, /S/ BROBECK, PHLEGER & HARRISON LLP BROBECK, PHLEGER & HARRISON LLP EX-23.1 4 a2072671zex-23_1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2000 Stock Incentive Plan and the Employee Stock Purchase Plan of Silicon Laboratories Inc. of our report dated January 16, 2002, with respect to the consolidated financial statements of Silicon Laboratories Inc. included in its Annual Report (Form 10-K) for the year ended December 29, 2001, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Austin, Texas March 4, 2002 -----END PRIVACY-ENHANCED MESSAGE-----