-----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, UbFkil5kqCQHJJZNQNGFT2sQfVf3u2hG0QwdRaRx1bo3UwCHfnmsngWxy+cmsPrT 81diZi/0nWKGQ7+1d+YwpQ== 0001012870-96-000378.txt : 19960921 0001012870-96-000378.hdr.sgml : 19960921 ACCESSION NUMBER: 0001012870-96-000378 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960919 EFFECTIVENESS DATE: 19960919 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: XILINX INC CENTRAL INDEX KEY: 0000743988 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770188631 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-12339 FILM NUMBER: 96632345 BUSINESS ADDRESS: STREET 1: 2100 LOGIC DR CITY: SAN JOSE STATE: CA ZIP: 95124 BUSINESS PHONE: 4085597778 MAIL ADDRESS: STREET 2: 2100 LOGIC DRIVE CITY: SAN JOSE STATE: CA ZIP: 95124 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19 , 1996 REGISTRATION NO. 33- ____________________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- XILINX, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 77-0188631 - ------------------------ ------------------------------------ (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 2100 LOGIC DRIVE SAN JOSE, CA 95124 (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) 1988 STOCK OPTION PLAN 1990 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN (FULL TITLE OF THE PLANS) ------------------------------- WILLEM P. ROELANDTS CHIEF EXECUTIVE OFFICER XILINX, INC. 2100 LOGIC DRIVE SAN JOSE, CALIFORNIA 95124 (408) 559-7778 (NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------------------------ Copies to: STEVEN E. BOCHNER, ESQ. WILSON, SONSINI, GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304-1050 -----------------------------
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------ PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OFFERING AGGREGATE AMOUNT OF TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE(2) - ------------------------------------------------------------------------------------------------------------------ Common Stock, $.001 par value - - Issuable under 1988 Stock Option Plan 3,300,000 $32.3625 $106,796,250.00 $36,826.29 -------- --------------- ---------- - - Issuable under 1990 Employee Qualified Stock Purchase Plan 460,000 $32.3625 $ 14,886,750.00 $ 5,133.36 -------- --------------- ---------- $41,959.65 ========== ==================================================================================================================
(1) Estimated in accordance with Rule 457 solely for the purpose of calculating the registration fee on the basis of $32.3625 , the average of the high and low price of Registrant's Common Stock as reported on the Nasdaq National Market on September 16, 1996. (2) Amount of Registration Fee was calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended, which states that the fee shall be "one-twenty ninth of one percentum of the maximum aggregate price at which such securities are proposed to be offered." XILINX, INC. REGISTRATION STATEMENT ON FORM S-8 PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. There are hereby incorporated by reference into this Registration Statement the following documents and information heretofore filed with the Securities and Exchange Commission (the "Commission") by the Registrant: 1. The Registrant's Annual Report on Form 10-K for the fiscal year ended March 30, 1996 filed on June 27, 1996. 2. The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 29, 1996 filed on August 12, 1996. 3. The Company's S-8 Registration Statement under the Securities Act of 1933, as amended (File No. 33-80075), which became effective December 5, 1995. 4. The description of Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed on April 27, 1990 (File No. 0-18548) pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") which was declared effective in June 1990, including any amendment or report filed for the purpose of updating such description. All documents filed by Registrant pursuant to Sections 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 hereunder have been sold or which deregisters all securities then remaining unsold under this registration statement, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Exhibit Number Description of Document - -------- ------------------------------------------------------------------- 5.1 Opinion of Counsel as to legality of securities being registered. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see page 4). 2 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 San Jose, State of California, on this 19th day of September 1996. XILINX, INC. By: /s/ Robert C. Hinckley ---------------------------------------- Robert C. Hinckley, Vice President of Strategic Plans and Programs 3 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Willem P. Roelandts and Gordon M. Steel jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorney-in- fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. 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.
Signatures Title Date - ----------------------------- ----------------------------------- -------------------------- /s/ Willem P.Roelandts - ----------------------------- Chief Executive Officer (Principal September 13, 1996 Willem P. Roelandts Executive Officer) and Director /s/ Bernard Vonderschmitt - ----------------------------- Chairman of the Board of Directors September 13, 1996 Bernard Vonderschmitt and Directors /s/ Gordon M. Steel - ----------------------------- Senior Vice President, Finance and Gordon M. Steel Chief Financial Officer (Principal September 16, 1996 Financial and Accounting Officer) and Secretary /s/ Philip T. Gianos - ----------------------------- Director September 13, 1996 Philip T. Gianos /s/ John L. Doyle - ----------------------------- Director September 13, 1996 John L. Doyle - ----------------------------- Director ______, 1996 William G. Howard, Jr.
4 EXHIBIT INDEX XILINX, INC. Exhibit Number Description of Document - -------- ------------------------------------------------------------------- 5.1 Opinion of Counsel as to legality of securities being registered. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see page 4). EX-5.1 2 OPINION OF COUNSEL EXHIBIT 5.1 [letterhead] September 13, 1996 Xilinx, Inc. 2100 Logic Drive San Jose, CA 95124 RE: REGISTRATION STATEMENT ON FORM S-8 ---------------------------------- Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about September 13, 1996 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of a total of 3,760,000 shares of your Common Stock (the "Shares") reserved for issuance under the 1988 Stock Option Plan and the 1990 Employee Qualified Stock Purchase Plan (collectively, the "Plans"). As legal counsel for Xilinx, Inc., we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares under the Plans. It is our opinion that, when issued and sold in the manner referred to in the Plans and pursuant to the agreement which accompanies each grant under the Plans, the Shares will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever it appears in the Registration Statement and any amendments thereto. Very truly yours, WILSON, SONSINI, GOODRICH & ROSATI Professional Corporation /s/ Wilson, Sonsini, Goodrich & Rosati EX-23.1 3 CONSENT OF ERNST & YOUNG EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 1988 Stock Option Plan and the 1990 Qualified Stock Purchase Plan of Xilinx, Inc. of our report dated April 17, 1996, with respect to the consolidated financial statements and schedule of Xilinx, Inc. included in the Annual Report (Form 10-K) for the year ended March 30, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Jose, California September 13, 1996 -----END PRIVACY-ENHANCED MESSAGE-----