As filed with the Securities and Exchange Commission on November 27, 2002
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PARTHUSCEVA, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 77-0556376
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2033 Gateway Place, San Jose, California 95110-1002
(Address of Principal Executive Offices) (Zip Code)
2002 Stock Incentive Plan
2002 Employee Stock Purchase Plan
2000 Stock Incentive Plan
Parthus Technologies 2000 Share Incentive Plan
Chicory Systems, Inc. 1999 Employee Stock Option/Stock Issuance Plan
(Full Title of the Plans)
Kevin Fielding
President and Chief Executive Officer
ParthusCeva, Inc.
2033 Gateway Place, Suite 150
San Jose, California 95110-1002
(Name and Address of Agent For Service)
(408) 514-2900
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered(1) Share Price Registration Fee
--------------------- ------------------------- ---------------------- ---------------------- ----------------------
Common Stock,
$0.001 par value 6,252,881 shares(2) $10.43(3) $65,224,873(3) $6,000.69
per share
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(1) In accordance with Rule 416 under the Securities Act of 1933, as
amended, this registration statement shall be deemed to cover any
additional securities that may from time to time be offered or issued
to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) Consists of (i) 1,800,000 shares issuable under the 2002 Stock
Incentive Plan, (ii) 1,000,000 shares issuable under the 2002 Employee
Stock Purchase Plan, (iii) 1,915,893 shares issuable under the 2000
Stock Incentive Plan, (iv) 1,526,947 shares issuable under the Parthus
Technologies 2000 Share Incentive Plan, and (v) 10,041 shares issuable
under the Chicory Systems, Inc. 1999 Employee Stock Option/Stock
Issuance Plan.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended. The price per share and aggregate offering price are
calculated on the basis of (a) $5.62, the average of the high and low
sale prices of the Registrant's Common Stock on the Nasdaq National
Market on November 20, 2002, in accordance with Rule 457(c) under the
Securities Act of 1933, as amended, for the 1,800,000 shares issuable
under the 2002 Stock Incentive Plan and the 1,000,000 shares issuable
under the 2002 Employee Stock Purchase Plan which are not subject to
outstanding options, (b) $12.45, the weighted average exercise price of
the 1,915,893 shares subject to outstanding options granted under the
2000 Stock Incentive Plan, at prices ranging from $4.60 to $26.15, (c)
$16.75, the weighted average exercise price of the 1,526,947 shares
subject to outstanding options granted under the Parthus Technologies
2000 Share Incentive Plan, at prices ranging from $2.12 to $17.64, and
(d) $5.94, the weighted average exercise price of the 10,041 shares
subject to outstanding options granted under the Chicory Systems, Inc.
1999 Employee Stock Option/Stock Issuance Plan, at prices ranging from
$2.05 to $8.39.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information required by Item 1 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").
Item 2. Registrant Information and Employee Plan Annual Information.
The written statement required by Item 2 is included in documents sent
or given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this registration statement by reference:
(a) The registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the registrant's latest fiscal year for which such statements have been
filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.
(c) The description of the securities contained in the registrant's
registration statement on Form 8-A filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed 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 hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the 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 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 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any actions, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually or
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnification for such expenses despite such
adjunction of liability.
Our Certificate of Incorporation includes provisions that limit the
personal liability of our officers and directors for monetary damages for breach
of their fiduciary duties as directors, except for liability that cannot be
eliminated under the General Corporation Law of the State of Delaware. The
General Corporation Law of the State of Delaware does not permit a provision in
a corporation's certificate of incorporation that would eliminate such liability
(i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for any unlawful
payment of a dividend or unlawful stock repurchase or redemption, as provided in
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit.
While these provisions provide directors with protection from awards
for monetary damages for breaches of their duty of care, they do not eliminate
such duty. Accordingly, these provisions will have no effect on the availability
of equitable remedies such as an injunction or rescission based on a director's
breach of his or her duty of care. The provisions described above apply to an
officer of a corporation only if he or she is a director of such corporation and
is acting in his or her capacity as director, and do not apply to the officers
of the corporation who are not directors.
Our Bylaws provide that, to the fullest extent permitted by the General
Corporation Law of the State of Delaware, we may indemnify our directors,
officers, employees and agents. In addition, we have entered into an
indemnification agreement pursuant to which we will indemnify each director and
officer to the fullest extent permitted by the General Corporation Law of the
State of Delaware. These agreements, among other things, provide for the
indemnification of our directors and officers for certain expenses (including
attorneys' fees), judgments, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by or in the right of
ParthusCeva, arising out of such person's services as director or officer of
ParthusCeva or any other company or enterprise to which such person provides
services at our request to the fullest extent permitted by applicable law. We
believe that these provisions and agreements will assist us in attracting and
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retaining qualified persons to serve as directors or officers. At present, there
is no pending litigation or proceeding involving any of our directors or
officers in which indemnification is required or permitted, and we are not aware
of any threatened litigation or proceeding that may result in a claim for such
indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
ParthusCeva in accordance with the provisions contained in our charter
documents, Delaware law or otherwise, we have been advised that in the opinion
of the Commission this indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. If a claim for
indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by a director, officer or controlling person of
ParthusCeva in the successful defense of any action, suit, or proceeding) is
asserted by such director, officer or controlling person, we will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities
Act and we will follow the court's determination.
We maintain insurance on behalf of our officers and directors, insuring
them against liabilities that they may incur in such capacities or arising out
of such status.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. Undertakings.
1. Item 512(a) of Regulation S-K. The undersigned registrant 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;
and
(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 (i) and (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 registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration
statement.
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(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.
2. Item 512(b) of Regulation S-K. The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in the
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.
3. Item 512(h) of Regulation S-K. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange 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 registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant 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 registrant 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 whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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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 Dublin, Republic of Ireland, on this 27th day of November, 2002.
PARTHUSCEVA, INC.
By: /s/ Kevin Fielding
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Kevin Fielding
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of ParthusCeva, Inc., hereby
severally constitute and appoint Eliyahu Ayalon, Brian Long and Kevin Fielding,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, the registration statement on Form S-8 filed herewith and any
and all subsequent amendments to said registration statement, and generally to
do all such things in our names and on our behalf in our capacities as officers
and directors to enable ParthusCeva, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said registration statement
and any and all amendments thereto.
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/ Kevin Fielding President, Chief Executive November 27, 2002
------------------------- Officer and Director (Principal
Kevin Fielding executive officer)
/s/ Elaine Coughlan Chief Financial Officer November 27, 2002
------------------------- (Principal financial and
Elaine Coughlan accounting officer)
/s/ Eliyahu Ayalon Chairman of the Board November 27, 2002
------------------------- of Directors
Eliyahu Ayalon
/s/ Brian Long Vice Chairman of the Board of November 27, 2002
------------------------- Directors
Brian Long
Director November 27, 2002
-------------------------
Zvi Limon
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/s/ Bruce A. Mann Director November 27, 2002
-------------------------
Bruce A. Mann
Director November 27, 2002
-------------------------
William McCabe
/s/ Sven-Christer Nilsson Director November 27, 2002
-------------------------
Sven-Christer Nilsson
/s/ Louis Silver Director November 27, 2002
-------------------------
Louis Silver
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INDEX TO EXHIBITS
Number Description
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5 Opinion of Hale and Dorr LLP, counsel to the Registrant
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of Ernst & Young Global, Independent Auditors
23.3 Consent of KPMG, Independent Chartered Accountants
24 Power of attorney (included on the signature pages of this
registration statement)