-----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, M32CYei4U2VLD/wjF8p/V6IL0DeJKo4NarTrcVelI+MYuac0e8VrJtlqdiODkYq3 cCY4b4umUpQeCyMqxwIrHQ== 0001047469-99-003580.txt : 19990208 0001047469-99-003580.hdr.sgml : 19990208 ACCESSION NUMBER: 0001047469-99-003580 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990205 EFFECTIVENESS DATE: 19990205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEVEL ONE COMMUNICATIONS INC /CA/ CENTRAL INDEX KEY: 0000908985 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330128224 STATE OF INCORPORATION: CA FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-71905 FILM NUMBER: 99522811 BUSINESS ADDRESS: STREET 1: 9750 GOETHE RD CITY: SACRAMENTO STATE: CA ZIP: 95627 BUSINESS PHONE: 9168555000 MAIL ADDRESS: STREET 1: 9750 GOETHE ROAD CITY: SACREMENTO STATE: CA ZIP: 95827 S-8 1 S-8 As filed with the Securities and Exchange Commission on February 5, 1999 Registration Statement No. 333-________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement Under The Securities Act of 1933 LEVEL ONE COMMUNICATIONS, INCORPORATED ------------------------------------------------------ (Exact name of Registrant as specified in its charter) DELAWARE 33-0128224 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9750 GOETHE ROAD SACRAMENTO, CALIFORNIA 95827 ---------------------------------------- (Address of Principal Executive Offices) 1993 STOCK OPTION PLAN ------------------------- (Full Title of the Plan) JOHN KEHOE SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER LEVEL ONE COMMUNICATIONS, INCORPORATED 9750 GOETHE ROAD SACRAMENTO, CALIFORNIA 95827 (916) 855-5000 - ------------------------------------------------------------------------------ (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: GILLES S. ATTIA, ESQ. GRAHAM & JAMES LLP 400 CAPITOL MALL, 24TH FLOOR SACRAMENTO, CALIFORNIA 95814-4411 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------ PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED PER SHARE(2) PRICE (2) REGISTRATION FEE ------------------- ------------ -------------- ------------------ ---------------- Common Stock, no par 1,750,000 $ 39.50 $ 69,125,000 $ 19,216.75 value, $0.001 per share (1) - ------------------------------------------------------------------------------------------------------
(1) The shares covered by this Registration Statement represent the shares of Common Stock which have become available for issuance under the Registrant's 1993 Stock Option Plan as a result of an amendment increasing the number of shares reserved for issuance under such Stock plan approved by the stockolders at the Registrant's Annual Meeting of Stockholders held on August 12, 1998. (2) Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee based upon the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market on January 29, 1999. STATEMENT UNDER GENERAL INSTRUCTION E REGISTRATION OF ADDITIONAL SECURITIES The contents of the Registration Statement on Form S-8 (Commission File No. 33-72398) are incorporated by reference herein. The purpose of this filing is to register 1,750,000 additional shares of the Common Stock of Registrant under the Securities Act of 1933 reserved for issuance under Registrant's 1993 Stock Option Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents and information heretofore filed with the Commission by the Registrant are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 28, 1997, filed pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 29, 1998, filed pursuant to the reporting requirements of the Exchange Act; (c) The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 28, 1998, filed pursuant to the reporting requirements of the Exchange Act; (d) The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 27, 1998, as amended on December 16, 1998, filed pursuant to the reporting requirements of the Exchange Act; (e) The Registrant's Current Report on Form 8-K, filed with the Commission on July 17, 1998, as amended on September 21, 1998, October 7, 1998 and December 16, 1998, pursuant to the reporting requirements of the Exchange Act; (f) The Registrant's Current Report on Form 8-K, filed with the Commission on November 20, 1998, pursuant to the reporting requirements of the Exchange Act; (g) The Registrant's Current Report on Form 8-K, filed with the Commission on December 9, 1998, as amended on February 3, 1999, pursuant to the reporting requirements of the Exchange Act; and (h) The description of the Registrant's Common Stock contained in Items 1 and 2 of the Registrant's Registration Statement on Form 8-A filed with the Commission on July 9, 1993, pursuant to the registration requirements of the Exchange Act. All documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained herein or 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 other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any 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 Description of Document Number 5.1 Opinion of Counsel as to legality of securities being registered. 23.1 Consent of Independent Public Accountants. 23.2 Consent of Counsel (included in Exhibit 5.1). 24.1 Power of Attorney (included on signature page).
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 Sacramento, State of California, on this 3rd day of February, 1999. LEVEL ONE COMMUNICATIONS, INCORPORATED BY: /s/ Robert S. Pepper ----------------------------------- Robert S. Pepper, Ph.D. PRESIDENT AND CHIEF EXECUTIVE OFFICER POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert S. Pepper and John Kehoe, jointly and severally, as such person's attorneys-in-fact, each with the power of substitution, for him or her 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 or her substitute or substitutes, 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 below by the following persons on the 3rd day of February, 1999 in the capacities indicated.
SIGNATURES TITLE ---------- ----- /s/ Robert S. Pepper - ------------------------ President, Chief Executive Robert S. Pepper, Ph.D. Officer and Chairman of the Board (Principal Executive Officer) /s/ John Kehoe - ------------------------ Senior Vice President and Chief John Kehoe Financial Officer (Principal Financial Officer) /s/ Thomas J. Connors - ------------------------ Thomas J. Connors Director /s/ Paul Gray - ------------------------ Paul Gray, Ph.D. Director
/s/ Martin Jurick - ------------------------ Martin Jurick Director /s/ Henry Kressel - ------------------------ Henry Kressel Director /s/ Joseph P. Landy - ------------------------ Joseph P. Landy Director /s/ Kenneth A. Pickar - ------------------------ Kenneth A. Pickar Director
INDEX TO EXHIBITS
Exhibit Number Description of Document Page Number ------- ----------------------- ----------- 5.1 Opinion of Counsel as to legality of securities being registered. 23.1 Consent of Independent Public Accountants. 23.2 Consent of Counsel (included in Exhibit 5.1). 24.1 Power of Attorney (included on signature page).
EX-5.1 2 EX-5.1 EXHIBIT 5.1 [Graham & James LLP Letterhead] February 3, 1999 Level One Communications, Incorporated 9750 Goethe Road Sacramento, CA 95827 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Level One Communications, Incorporated, a Delaware corporation (the "Registrant" or "you"), with the Securities and Exchange Commission on or about February 4, 1999, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 1,750,000 shares of your Common Stock, par value $0.001 per share (the "Shares"), reserved for issuance pursuant to the amendment to the 1993 Stock Option Plan (as amended, the "Plan"). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the proposed sale and issuance of the Shares by the Registrant under the Plan. It is our opinion that, upon completion of the actions being taken, or contemplated by us as your counsel to be taken by you prior to the issuance of the Shares pursuant to the Registration Statement and the Plan, and upon completion of the actions being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, 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 appearing in the Registration Statement and any subsequent amendment thereto. Very truly yours, /s/ Graham & James LLP GRAHAM & JAMES LLP EX-23.1 3 EX-23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our reports contained in the following Level One Communications, Incorporated's filings:
REPORT DATE FILING March 13, 1998 Form 10-K; Year ended December 28, 1997 December 9, 1998 Form 8-K/A; Filed on December 16, 1998 February 2, 1999 Form 8-K/A; Filed on February 3, 1999
We also consent to all references to our Firm included in this registration statement. By: /s/ ARTHUR ANDERSEN LLP Sacramento, California February 3, 1999 -----END PRIVACY-ENHANCED MESSAGE-----