As filed with the Securities and Exchange Commission on March 16, 2006
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION
STATEMENT UNDER THE
SECURITIES ACT OF 1933
Monolithic System Technology, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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77-0291941 |
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(State or other jurisdiction of |
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(IRS employer identification no.) |
755 N. Mathilda
Avenue
Sunnyvale, California 94085
(408) 731-1800
(Address of principal executive offices)
Amended and Restated 2000 Stock Option and Equity Incentive Plan
2000 Employee Stock Purchase Plan
(Full title of the plan)
Chester J. Silvestri, Chief Executive
Officer and President
Monolithic System Technology, Inc.
755 N. Mathilda Avenue
Sunnyvale, California 94085
(408) 731-1800
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
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Title Of Securities To Be Registered |
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Amount To Be |
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Proposed
Maximum |
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Proposed
Maximum |
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Amount Of |
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Common Stock, par value $0.01 per share |
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To be issued upon exercise of options and other awards of common stock granted under the: |
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Amended and Restated 2000 Stock Option and Equity Incentive Plan |
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500,000 |
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$ |
7.325 |
(2) |
$ |
3,662,500 |
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$ |
391.89 |
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To be issued under the |
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2000 Employee Stock Purchase Plan |
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100,000 |
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$ |
7.325 |
(2) |
$ |
732,500 |
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$ |
78.38 |
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TOTAL: |
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600,000 |
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$ |
4,395,000 |
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$ |
470.27 |
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(1) Represents additional shares reserved for issuance upon exercise of stock options and other awards of common stock granted under the Registrant’s Amended and Restated 2000 Stock Option and Equity Incentive Plan and reserved for issuance under the Registrant’s 2000 Employee Stock Purchase Plan. Shares issuable upon exercise of stock options and other awards of common stock granted under the Registrant’s Amended and Restated 2000 Stock Option and Equity Incentive Plan and issuable under the Registrant’s 2000 Employee Stock Purchase Plan were originally registered on the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 29, 2001 (Commission File No. 333-64302), which Registration Statement is incorporated by reference. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of common stock that may be offered or issued by reason of stock splits, stock dividends or similar transactions.
(2) Estimated solely for purposes of calculating the amount of the registration fee. The estimate is made pursuant to Rule 457(c) of the Securities Act.
(3) Calculated pursuant to Section 6(b) of the Securities Act.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant incorporates by reference into this Registration Statement the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 29, 2001 (Commission File No. 333-64302).
The following documents filed with the Securities and Exchange Commission by the Registrant are incorporated by reference in this Registration Statement:
1. The Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2006.
In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement and 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, are deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents. Any statement contained in this Registration Statement or in a document incorporated by reference shall be deemed modified or superseded to the extent that a statement contained in any subsequently filed document which also is or is deemed to be incorporated by reference herein or therein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof, except as so modified or superseded.
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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 Sunnyvale, state of California on March 16, 2006.
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MONOLITHIC SYSTEM TECHNOLOGY, INC. |
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By: |
/s/ Chester J. Silvestri |
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Chester J. Silvestri |
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Chief Executive Officer and President |
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POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and appoints Chester J. Silvestri with full power of substitution and resubstitution and full power to act, as his true and lawful attorney-in-fact and agent to act in his name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all registration statements relating to the same offering that are to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, and any and all amendments to this Registration Statement, including any and all post-effective amendments and amendments thereto, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
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 indicated, effective March 16, 2006.
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Signature |
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Title |
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Date |
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/s/ Chester J. Silvestri |
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Chief Executive Officer and President (Principal |
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March 16, 2006 |
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Chester J. Silvestri |
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Executive Officer and Principal Financial Officer) |
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/s/Yoshiko Ribar |
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Controller (Principal Accounting Officer) |
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March 16, 2006 |
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Yoshiko Ribar |
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/s/Wingyu Leung |
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Executive Vice President, Chief Technical Officer and |
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March 16, 2006 |
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Wingyu Leung |
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Director |
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/s/ Carl E. Berg |
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Director |
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March 16, 2006 |
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Carl E. Berg |
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/s/ Tommy Eng |
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Director |
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March 16, 2006 |
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Tommy Eng |
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/s/ Chi-Ping Hsu |
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Director |
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March 16, 2006 |
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Chi-Ping Hsu |
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/s/ James D. Kupec |
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Director |
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March 16, 2006 |
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James D. Kupec |
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/s/ Chenming Hu |
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Director |
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March 16, 2006 |
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Chenming Hu |
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Exhibit Index
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Exhibit Number |
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Exhibit Description |
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4.1* |
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Specimen Common Stock Certificate |
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4.2* |
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Third Amended and Restated Investor Rights Agreement dated September 27, 1997 |
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4.3* |
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Rights Agreement |
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5.1 |
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Opinion of Bingham McCutchen LLP |
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10.4.1** |
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Form of Restricted Stock Agreement |
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10.5.1*** |
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Amended and Restated 2000 Stock Option and Equity Incentive Plan |
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10.6**** |
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2000 Employee Stock Purchase Plan and form of Subscription Agreement thereunder, as amended |
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10.15***** |
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Form of Option Agreement for Stock Option Grant pursuant to the Amended and Restated 2000 Stock Option and Equity Incentive Plan |
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23.1 |
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Consent of BDO Seidman LLP Independent Registered Public Accounting Firm |
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23.2 |
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Consent of Ernst & Young LLP Independent Registered Public Accounting Firm |
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23.3 |
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Consent of Bingham McCutchen LLP (included in Exhibit 5.1) |
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24.1 |
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Power of Attorney (included on the signature page hereto) |
* Incorporated by reference to the same-numbered exhibit to the Company’s Registration Statement on Form S-1, as amended, originally filed August 4, 2000, declared effective June 27, 2001 (Commission File No. 333-43122).
** Incorporated by reference to Exhibit 2 of Exhibit 99.(a)(1)(A) to the Company’s Schedule TO filed with the Securities and Exchange Commission December 14, 2005 (Commission File No. 005-78033).
*** Incorporated by reference to Appendix B to the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission October 7, 2004 (Commission File No. 000-32929).
**** Incorporated by reference to the same numbered exhibit to the Company’s Registration Statement on Form S-8 (Registration No. 333-64302) filed with the Securities and Exchange Commission June 29, 2001.
***** Incorporated by reference to the same numbered exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed with the Securities and Exchange Commission August 9, 2005 (Commission File No. 000-32929).
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