-----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, BNj8XrDqxYGSBA/TLuoNF2JuNSsgaTv6sSUCc1GKizbjCQQBr7noBg8rEqvA/EkL /fT/WM5WiYVsH2kehUKqxw== 0001012870-98-000049.txt : 19980115 0001012870-98-000049.hdr.sgml : 19980115 ACCESSION NUMBER: 0001012870-98-000049 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980114 EFFECTIVENESS DATE: 19980114 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: SEC FILE NUMBER: 333-44233 FILM NUMBER: 98506547 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 January 14, 1998 Registration No. 333-__________ ================================================================================ 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, California 95124 (Address of Principal Executive Offices) --------------------- 1997 Stock 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 of agent for service) --------------------- Copies to: Steve Bochner WILSON, SONSINI, GOODRICH & ROSATI Professional Corporation 650 Page Mill Road Palo Alto, California 94304 ================================================================================ CALCULATION OF REGISTRATION FEE
====================================================================================================== PROPOSED MAXIMUM MAXIMUM AMOUNT AMOUNT OFFERING AGGREGATE OF TITLE OF EACH CLASS OF SECURITIES TO BE PRICE OFFERING REGISTRATION TO BE REGISTERED REGISTERED PER UNIT(1) PRICE FEE - ------------------------------------------------------------------------------------------------------ Common Stock issuable under 1997 Stock Plan 3,250,000 $36.15625 $117,507,812.50 $35,608.43 - ------------------------------------------------------------------------------------------------------ Common Stock issuable under 1990 Employee 1,000,000 36.15625 36,156,250.00 10,956.44 Qualified Stock Purchase Plan - ------------------------------------------------------------------------------------------------------ Total 4,250,000 36.15625 153,664,062.50 46,564.87 ======================================================================================================
(1) Estimated solely for the purpose of computing the registration fee. Computed in accordance with Rule 457(h), based on the average of the bid and asked prices per share of the Registrant's Common Stock as of January 13, 1998. --------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference --------------------------------------- The following documents filed by Registrant with the Securities and Exchange Commission are incorporated by reference in this registration statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended March 29, 1997. (b) The Registrant's Quarterly Report on Form 10-Q for the quarterly periods ended June 28, 1997 and September 27, 1997. (c) The description of common stock contained in Registrant's Registration Statement on Form 8-A (Registration No. 0-18548) filed on April 27, 1990 under the Securities Exchange Act of 1934, including any amendment or report subsequently filed by Registrant for the purpose of updating that description. In addition, all documents subsequently filed by 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 then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities ------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel -------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers ----------------------------------------- Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's Board of Directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "Securities Act"). The Registrant's Certificate of Incorporation and Bylaws provide that the Registrant shall indemnify its directors and officers to the fullest extent permitted by Delaware law, including circumstances in which indemnification is otherwise discretionary under Delaware law. The Registrant currently carries indemnity insurance pursuant to which its directors and officers are insured under certain circumstances against certain liabilities or losses, including liabilities under the Securities Act. The Registrant has entered into indemnity agreements with certain directors and executive officers. These agreements, among other things, indemnify the directors and executive officers for certain expenses (including attorneys' fees), II-1 judgments, fines, and settlement payments incurred by such persons in any action, including any action by or in the right of the Registrant, in connection with the good faith performance of their duties as a director or officer. The indemnification agreements also provide for the advance payment by the Registrant of defense expenses incurred by the director or officer; however, the affected director or officer must undertake to repay such amounts advanced if it is ultimately determined that such director or officer is not entitled to be indemnified. Item 7. Exemption from Registration Claimed ----------------------------------- Not applicable. Item 8. Exhibits -------- The following Exhibits are filed as a part of this Registration Statement: 5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati 23.1 Consent of Ernst & Young LLP, Independent Auditors 23.2 Consent of Wilson, Sonsini, Goodrich & Rosati (included in Exhibit 5.1 herein). 24.1 Power of Attorney (see page II-4) Item 9. Undertakings ------------ (a) The undersigned 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, 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 the 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. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement 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 an initial bona fide offering thereof. (c) Insofar, as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the California General Corporations Code, II-2 the Certificate of Incorporation of the Registrant, the Bylaws of the Registrant, Indemnification Agreements entered into between the Registrant and it officers and directors, 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 Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the 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 the controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of the such issue. II-3 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 the 14th day of January, 1998. XILINX, INC. By: /s/ Willem P. Roelandts --------------------------------- Willem P. Roelandts Chief Executive Officer POWER OF ATTORNEY ----------------- Each Director and/or officer of the Registrant whose signature appears below hereby appoints Willem P. Roelandts and Robert Hinckley and each of them severally, as his attorney-in-fact, to sign in his name and behalf, in any and all capacities stated below, and to file with the Commission any and all amendments, including post-effective amendments, to this registration statement, and the Registrant hereby also appoints each such person as its attorney-in-fact with like authority to sign and file any such amendments in its name and behalf. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated:
SIGNATURE TITLE DATE ---------------- ------------- ---------- /s/ Willem P. Roelandts Chief Executive Officer (Principal January 14, 1998 - ------------------------------ Executive Officer) and Director Willem P. Roelandts /s/Gordon M. Steel Senior Vice President, Finance and January 14, 1998 - ------------------------------ Chief Financial Officer (Principal Gordon M. Steel Financial and Accounting Officer) /s/ Bernard V. Vonderschmitt Chairman of the Board of Directors January 14, 1998 - ------------------------------ Bernard V. Vonderschmitt /s/ John L. Doyle Director January 14, 1998 - ------------------------------ John L. Doyle /s/ Philip T. Gianos Director January 14, 1998 - ------------------------------ Philip T. Gianos /s/ William G. Howard Director January 14, 1998 - ------------------------------ William G. Howard
II-4 EX-5.1 2 CONSENT OF WILSON SONSINI GOODRICH & ROSATI Exhibit 5.1 ----------- January 14, 1998 Xilinx, Inc. 2100 Logic Drive San Jose, California 95124 RE: REGISTRATION STATEMENT ON FORM S-8 ---------------------------------- 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 January 15, 1998 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of shares of your Common Stock (the "Shares") to be issued pursuant to your 1997 Stock Plan and 1990 Employee Qualified Stock Purchase Plan (the "Plans"). As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plans. It is our opinion that, when issued and sold in the manner described in the Plans and pursuant to the agreements which accompany grants under the Plans, the Shares will be legally and validly issued, fully-paid and non-assessable. 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 appearing 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 LLP 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 1997 Stock Plan and the 1990 Employee Qualified Stock Purchase Plan of Xilinx, Inc. of our report dated April 23, 1997 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 29, 1997, filed with the Securities and Exchange Commission /s/ Ernst & Young LLP San Jose, California January 9, 1998 -----END PRIVACY-ENHANCED MESSAGE-----