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As filed with the Securities and Exchange Commission on January 23, 2001
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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MARVELL TECHNOLOGY GROUP LTD.
(Exact name of Registrant as Specified in Its Charter)
BERMUDA 77-0481679
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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RICHMOND HOUSE,
3RD FLOOR
12 PAR LA VILLE ROAD
HAMILTON HM DX
BERMUDA
(441) 296-6395
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
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GALILEO TECHNOLOGY LTD. 1998 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
GALILEO TECHNOLOGY LTD. 1997 GTI STOCK OPTION PLAN
GALILEO TECHNOLOGY LTD. 1997 EMPLOYEES' STOCK OPTION PLAN
as assumed by the Registrant
(Full Title of Plans)
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MATTHEW GLOSS
CORPORATE COUNSEL
MARVELL SEMICONDUCTOR, INC.
645 ALMANOR AVENUE
SUNNYVALE, CALIFORNIA 94085
(408) 222-2500
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1)(3) PER SHARE (2) PRICE(2) FEE(4)
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Common Stock, $0.002 par value 6,834,697 $26.28 $179,615,837 $44,903.96
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(1) Pursuant to Rule 416(a) of the Securities Act, this Registration
Statement also covers shares issued pursuant to antidilution provisions
set forth in the stock option plans listed above.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act. The proposed maximum
offering price per share and the proposed maximum aggregate offering
price are based upon the average of the high and low sales prices of the
Registrant's common stock, as reported on the Nasdaq National Market on
January 16, 2001.
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(3) Of the 6,834,697 shares being registered hereunder, pursuant to Rule 429
of the Securities Act of 1933, as amended, an aggregate of 2,454,837
shares are being carried forward from the Registrant's prior
Registration Statement on Form S-4 (File No. 333-50206).
(4) This amount includes $31,269.71 previously paid in connection with the
2,454,837 shares of common stock being carried forward from the
Registrant's prior Registration Statement, as described in footnote (2).
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS CONTAINED IN THIS REGISTRATION STATEMENT ALSO RELATES TO SECURITIES
REGISTERED PURSUANT TO THE PRIOR REGISTRATION STATEMENT REFERRED TO IN FOOTNOTE
(3) ABOVE.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Marvell Technology
Group Ltd., a Bermuda corporation (the "Company"), relating to 6,834,697 shares
of the Company's common stock, par value $0.002 per share ("Common Stock"),
issuable to holders of options issued under the Galileo Technology Ltd. 1998
Nonemployee Directors Stock Option Plan, the Galileo Technology Ltd. 1997 GTI
Stock Option Plan and the Galileo Technology Ltd. 1997 Employees' Stock Option
Plan (each a "Plan", and collectively, the "Plans"), which were assumed by the
Company effective January 21, 2001 pursuant to an Agreement of Merger, dated as
of October 16, 2000, among the Company, Galileo Technology Ltd. and Toshack
Acquisitions Ltd.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:
a) The Company's prospectus filed on June 27, 2000 pursuant to Rule
424 of the Securities Act, relating to the Company's
Registration Statement on Form S-1 (File No. 333-33086);
b) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed June 22, 2000
(File No. 000-30877), including any amendment or report filed
for the purpose of updating such description; and
c) The Company's quarterly reports on Form 10-Q filed on September
12, 2000 and December 11, 2000.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment hereto that indicates that all securities offered hereunder have been
sold or that deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. 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 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Bermuda law permits a company to indemnify its directors and officers,
except for any act of fraud or dishonesty. Marvell has provided in its Bye-laws
that the directors and officers and the liquidators and trustees, if any, of
Marvell will be indemnified and secured harmless to the full extent permitted by
law out of the assets of Marvell from and against all actions, costs, charges,
losses, damages and expenses incurred by reason of any act done, concurred in or
omitted in or about the execution of their duties or supposed duties, or in
their respective offices or trusts, and none of them shall be answerable for the
acts, receipts, neglects or defaults of the others of them or for joining in any
receipts for the sake of conformity, or for any bankers or other persons with
whom any moneys or effects belonging to Marvell shall or may be lodged or
deposited for safe custody, or for insufficiency or deficiency of any security
upon which any moneys of or belonging to Marvell shall be placed out on or
invested, or for any other loss, misfortune or damage which may happen in the
execution of their respective offices or trusts, or in relation thereto, other
than in the case of any fraud or dishonesty. In addition, Marvell has provided
in its Bye-laws that each shareholder of Marvell agrees to waive any claim or
right of action, individually or in the right of Marvell, against any director
or officer of Marvell on account of any action taken by such director or
officer, or the failure of such director or officer to take any action, in the
performance of his duties with or for Marvell, other than with respect to any
matter involving any fraud or dishonesty on behalf of such director or officer.
Marvell's Bye-laws provide that the waiver is not applicable to claims arising
under United States federal securities laws.
Bermuda law also permits Marvell to purchase insurance for the benefit
of its directors and officers against any liability incurred by them for the
failure to exercise the requisite care, diligence and skill in the exercise of
their powers and the discharge of their duties, or indemnifying them in respect
of any loss arising or liability incurred by them by reason of negligence,
default, breach of duty or breach of trust. Marvell has indemnification
insurance for its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
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4.1 Company's Memorandum of Association (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-1
(Registration No. 333-33086), as filed with the Securities and
Exchange Commission on March 23, 2000).
4.2 Company's Bye-laws (incorporated by reference to Exhibit 3.2 to
the Company's amended Registration Statement on Form S-1
(Registration No. 333-33086), as filed with the Securities and
Exchange Commission on June 8, 2000).
4.3 Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's amended Registration Statement on
Form S-1 (Registration No. 333-33086), as filed with the
Securities and Exchange Commission on May 5, 2000).
5.1 Opinion of Conyers Dill & Pearman.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of Conyers Dill & Pearman (contained in Exhibit 5.1 hereto).
24 Power of Attorney (contained on signature page hereto).
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ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference 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 that 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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 this
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 the 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 Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by a final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 January 19, 2001.
MARVELL TECHNOLOGY GROUP LTD.
By: /s/ Sehat Sutardja
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Sehat Sutardja
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints SEHAT
SUTARDJA and GEORGE HERVEY his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him or her and in his or her 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 Commission, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as full to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, 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, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
NAME AND SIGNATURE TITLE DATE
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/s/ Sehat Sutardja Co-Chairman of the Board, President, January 18, 2001
----------------------------- and Chief Executive Officer
Sehat Sutardja (Principal Executive Officer)
/s/ George Hervey Vice President of Finance and January 18, 2001
----------------------------- Chief Financial Officer (Principal
George Hervey Financial and Accounting Officer)
/s/ Weili Dai Executive Vice President, January 18, 2001
----------------------------- Secretary and Director
Weili Dai
/s/ Pantas Sutardja Vice President and Director January 18, 2001
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Pantas Sutardja
/s/ Diosdado P. Banatao Co-Chairman of the Board January 19, 2001
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Diosdado P. Banatao
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/s/ Herbert Chang Director January 18, 2001
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Herbert Chang
/s/ John M. Cioffi Director January 18, 2001
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John M. Cioffi
/s/ Paul R. Gray Director January 21, 2001
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Paul R. Gray
/s/ Ron Verdoorn Director January 22, 2001
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Ron Verdoorn
Director January __, 2001
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Avigdor Willenz
Director January __, 2001
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Manuel Alba
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Company's Memorandum of Association (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-1
(Registration No. 333-33086), as filed with the Securities and
Exchange Commission on March 23, 2000).
4.2 Company's Bye-laws (incorporated by reference to Exhibit 3.2 to
the Company's amended Registration Statement on Form S-1
(Registration No. 333-33086), as filed with the Securities and
Exchange Commission on June 8, 2000).
4.3 Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's amended Registration Statement on
Form S-1 (Registration No. 333-33086), as filed with the
Securities and Exchange Commission on May 5, 2000).
5.1 Opinion of Conyers Dill & Pearman.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of Conyers Dill & Pearman (contained in Exhibit 5.1 hereto).
24 Power of Attorney (contained on signature page hereto).
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