-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, syO9BoB1NUVHJOmCW9oyyGSzUi6W+KLJJzO8FspIecLGLrjJrykY7HO8t6jFuhC3 VAIg1FOokwMEyow6Ek6lnA== 0000912057-95-003035.txt : 19950503 0000912057-95-003035.hdr.sgml : 19950503 ACCESSION NUMBER: 0000912057-95-003035 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950502 EFFECTIVENESS DATE: 19950521 SROS: NASD 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: 1933 Act SEC FILE NUMBER: 033-58991 FILM NUMBER: 95533647 BUSINESS ADDRESS: STREET 1: 2222 QUME DR STREET 2: PO BOX 49007 CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084346400 MAIL ADDRESS: STREET 2: 2222 QUME DRIVE CITY: SAN JOSE STATE: CA ZIP: 95131 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 1, 1995 REGISTRATION NO. 33- 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 94-1741481 - ---------------------------------- ----------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) __________________ 2222 Qume Drive San Jose, California 95131 ---------------------------------------- (Address of Principal Executive Offices) __________________ Assumed Options under Startech Semiconductor, Inc. 1993 Incentive Stock Option Plan and Options issued outside of 1993 Stock Option Plan ------------------------------------------------ (Full title of the plans) Ronald W. Guire Senior Vice President and Chief Financial Officer Exar Corporation 2222 Qume Drive San Jose, California 95131 (408) 434-6400 ------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) __________________ Copies to: Peter F. Stone, Esq. Cooley Godward Castro Huddleson & Tatum Five Palo Alto Square, Suite 400 Palo Alto, California 94306 (415) 843-5000 CALCULATION OF REGISTRATION FEE
=============================================================================== Proposed Proposed Maximum Maximum Title of Amount Offering Aggregate Amount of Securities to be to be Price Per Offering Registration Registered Registered Share(1) Price(1) Fee _______________________________________________________________________________ Stock Options and 143,425 $0.22-$17.32 $1,651,943.61 $569.64 Common Stock issuable upon exercise of Stock Options =============================================================================== (1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c),(f),(h)(1), based upon the actual exercise prices of 143,425 options outstanding under former Startech Semiconductor, Inc. stock option plans assumed by the Registrant on March 31, 1995 and converted into options to purchase Registrant's Common Stock pursuant to an Agreement and Plan of Reorganization dated March 19, 1995 ===============================================================================
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. ii INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8 NO. 33-50804 AND 33-87778 The contents of Registration Statements on Form S-8 No. 33-50804 and 33- 87778 filed with the Securities and Exchange Commission on August 14, 1992 and December 22, 1994, respectively, are incorporated by reference herein. EXHIBITS Exhibit Number - ------- 5.1 Opinion of Cooley Godward Castro Huddleson & Tatum 23.1 Consent of KPMG Peat Marwick 23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in Exhibit 5.1 to this Registration Statement 24.1 Power of Attorney is contained on the signature pages. 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 San Jose, County of Santa Clara, State of California, on April 28th, 1995. EXAR CORPORATION By /s/ Ronald W. Guire -------------------------- Ronald W. Guire Senior Vice President, Chief Finanical Officer and Secretary POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George D. Wells 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. 2. 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 /S/ GEORGE D. WELLS President, Chief April 28, 1995 ----------------------- Executive Officer and George D. Wells Director (PRINCIPAL EXECUTIVE OFFICER) /S/ RONALD W. GUIRE Senior Vice President, April 28, 1995 ----------------------- Chief Financial Ronald W. Guire Officer and Secretary (PRINCIPAL FINANCIAL OFFICER) /S/ RAIMON L. CONLISK Chairman of the April 28, 1995 ----------------------- Board and Director Raimon L. Conlisk /S/ JAMES E. DYKES Director April 28, 1995 ----------------------- James E. Dykes /S/ GEORGE E. GREGA Director April 28, 1995 ----------------------- George E. Grega 3. EXHIBIT INDEX Exhibit Sequential Number Description Page Number ------- ----------- ----------- 5.1 Opinion of Cooley Godward Castro Huddleson & Tatum 23.1 Consent of KPMG Peat Marwick 23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in Exhibit 5.1 to this Registration Statement. 24.1 Power of Attorney is contained on the signature pages. EX-5.1 2 EXHIBIT 5.1 OPINION OF COOLEY [COOLEY GODWARD LETTERHEAD] May 1, 1995 Exar Corporation 2222 Qume Drive San Jose, CA 95131 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing on May 1, 1995 by Exar Corporation (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission, with respect to the Company's registration of 143,425 shares of the Company's Common Stock, $.0001 par value (the "Common Stock"), pursuant to options issued by Startech Semiconductor, Inc. ("Startech") and assumed by the Company pursuant to the Agreement and Plan of Reorganization dated as of March 19, 1995 (the "Plan") between the Company, Startech, Moon Acquisition, Inc. and certain officers of Startech. In connection with this opinion, we have examined and relied upon the Registration Statement, the Company's Certificate of Incorporation, as amended, and Bylaws, the Plan and the related Merger Agreement, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Common Stock, when sold and issued in accordance with the Registration Statement, 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). Very truly yours, COOLEY GODWARD CASTRO HUDDLESON & TATUM By: /s/ Peter F. Stone ---------------------------- Peter F. Stone EX-23.1 3 EXHIBIT 23.1 CONSENT OF KPMG EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Exar Corporation: We consent to incorporation by reference in the registration statement on Form S-8 of Exar Corporation of our report dated May 4, 1994, except as to Note 12, which is as of June 3, 1994, relating to the consolidated balance sheets of Exar Corporation and subsidiaries as of March 31, 1994 and 1993, and the related consolidated statements of income, stockholders' equity, and cash flows and related schedules for each of the years in the three-year period ended March 31, 1994, which report appears in the March 31, 1994, annual report on Form 10-K of Exar Corporation. KPMG Peat Marwick LLP Palo Alto, California April 24, 1995 -----END PRIVACY-ENHANCED MESSAGE-----