-----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, PBoiBamXF2Z0hGKg4IPmiC2fYZg5GQ/L7UNO4SEfVna0m0kl4LycKtO1hLkeooMg 3X9+rhmDfk5hnL6hva8OJA== 0000912057-01-004126.txt : 20010207 0000912057-01-004126.hdr.sgml : 20010207 ACCESSION NUMBER: 0000912057-01-004126 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010206 EFFECTIVENESS DATE: 20010206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXAR CORP CENTRAL INDEX KEY: 0000753568 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 941741481 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-55082 FILM NUMBER: 1526393 BUSINESS ADDRESS: STREET 1: 2222 QUME DR STREET 2: PO BOX 49007 CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 5106687000 MAIL ADDRESS: STREET 1: 48720 KATO RD CITY: FREMONT STATE: CA ZIP: 94538-1167 S-8 1 a2037107zs-8.txt S-8 As filed with the Securities and Exchange Commission on February 6, 2001 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ EXAR CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 941741981 (State of Incorporation) (I.R.S. Employer Identification No.) ------------------------ 48720 KATO ROAD FREMONT, CALIFORNIA 94538-1178 (Address of principal executive offices) ------------------------ 2000 EQUITY INCENTIVE PLAN (Full title of the plans) DONALD L. CIFFONE, JR. EXAR CORPORATION 438720 KATO ROAD FREMONT, CALIFORNIA 94538-1178 (510) 668-7000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ Copies to: MATTHEW W. SONSINI, ESQ. COOLEY GODWARD LLP 3000 EL CAMINO REAL PALO ALTO, CALIFORNIA 94306-2155 (650) 843-5000 ------------------------
CALCULATION OF REGISTRATION FEE ==================================================================================================================================== Proposed Maximum Proposed Maximum Title of Securities Offering Aggregate Amount of to be Registered Amount to be Registered Price per Share (1) Offering Price (1) Registration Fee - ---------------------------- ------------------------- -------------------------- ------------------------- ------------------------ Common Stock, par value 2,200,000 shares $28.65625 $63,043,750 $15,760.94 $.001 per share ====================================================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h). The price per share and aggregate offering price are based upon the average of the high and low prices of Registrant's Common Stock on February 5, 2001, as reported on the Nasdaq National Market. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The contents of Registration Statement on Form S-8 No. 333-48226 filed with the Securities and Exchange Commission on October 19, 2000 are incorporated be reference herein. EXHIBITS
EXHIBIT NUMBER 5.1 Opinion of Cooley Godward LLP 23.1 Independent Auditors' Consent 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement 24 Power of Attorney is contained on the signature pages 99.1* 2000 Equity Incentive Plan 99.2* Form of Stock Option Grant Notice 99.3* Nonstatutory Stock Option Agreement
* Documents incorporated by reference from the Registrant's Registration Statement on Form S-8 (No. 333-48226), filed with the Commission on October 19, 2000. 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 Fremont, State of California, on February 5, 2001. EXAR CORPORATION By: /s/ DONALD L. CIFFONE, JR. ---------------------------------------- Title: Chief Executive Officer, President and Director ------------------------------------- POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Donald L. Ciffone, Jr. and Ronald W. Guire, and each or any one of them, 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 and 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 attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully 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.
SIGNATURE TITLE DATE /s/ DONALD L. CIFFONE, JR. Chief Executive Officer, President February 5, 2001 - -------------------------------------------- and Director DONALD L. CIFFONE, JR. /s/ RONALD W. GUIRE Executive Vice President, Chief February 5, 2001 - -------------------------------------------- Financial Officer, Secretary and RONALD W. GUIRE Director (Principal Financial and Accounting Officer) /s/ RAIMON L. CONLISK Chairman of the Board February 5, 2001 - -------------------------------------------- RAIMON L. CONLISK /s/ FRANK P. CARRUBA Director February 5, 2001 - -------------------------------------------- FRANK P. CARRUBA /s/ JAMES E. DYKES Director February 5, 2001 - -------------------------------------------- JAMES E. DYKES /s/ RICHARD PREVITE Director February 5, 2001 - -------------------------------------------- RICHARD PREVITE
2. EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION 5.1 Opinion of Cooley Godward LLP 23.1 Independent Auditors' Consent 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement 24 Power of Attorney is contained on the signature pages 99.1* 2000 Equity Incentive Plan 99.2* Stock Option Grant Notice 99.3* Nonstatutory Stock Option Agreement
* Documents incorporated by reference from the Registrant's Registration Statement on Form S-8 (No. 333-48226), filed with the Commission on October 19, 2000. 3. EX-5.1 2 a2037107zex-5_1.txt EX-5.1 EXHIBIT 5.1 [Cooley Godward LLP Letterhead] February 5, 2001 Exar Corporation 48720 Kato Road Fremont, CA 94538-1167 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Exar Corporation (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 2,200,000 shares of the Company's Common Stock, $.001 par value, (the "Shares") pursuant to its 2000 Equity Incentive Plan (the "Plan"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, your Certificate of Incorporation and By-laws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY GODWARD LLP By: /s/ MATTHEW W. SONSINI --------------------------------- Matthew W. Sonsini EX-23.1 3 a2037107zex-23_1.txt EX-23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of EXAR Corporation and subsidiaries on Form S-8 of our report dated April 24, 2000, included in the Annual Report on Form 10-K of EXAR Corporation for the year ended March 31, 2000. DELOITTE & TOUCHE San Jose, California February 5, 2001 -----END PRIVACY-ENHANCED MESSAGE-----