As filed with the Securities and Exchange Commission on July 26, 2007
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MICROTUNE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 75-2883117 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
2201 10th Street Plano, Texas |
75074 | |
(Address of Principal Executive Offices) | (Zip Code) |
MICROTUNE, INC. 2000 DIRECTOR OPTION PLAN (AS AMENDED AND RESTATED)
MICROTUNE, INC. AMENDED AND RESTATED 2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
James A. Fontaine
Chief Executive Officer
Microtune, Inc.
2201 10th Street
Plano, Texas 75074
(Name and address of agent for service)
(972) 673-1600
(Telephone number, including area code, of agent for service)
Copies to:
Phillip D. Peterson General Counsel Microtune, Inc. 2201 10th Street Plano, Texas 75074 |
Craig N. Adams Baker Botts L.L.P 2001 Ross Avenue Suite 600 Dallas, Texas 75201 |
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered (1) |
Proposed Maximum per Share (2) |
Proposed Maximum Offering Price (2) |
Amount of Fee | |||||||
Common Stock, $0.001 per share par value: To be issued under the Microtune, Inc. 2000 Director Option Plan (as amended and restated) |
100,000 | $ | 5.11 | $ | 511,000 | $ | 15.69 | ||||
Common Stock, $0.001 per share par value: To be issued under the Microtune, Inc. Amended and Restated 2000 Employee Stock Purchase Plan |
350,000 | $ | 5.11 | $ | 1,788,500 | $ | 54.90 |
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement includes any additional shares of the Registrants Common Stock that may become issuable under the Microtune, Inc. 2000 Director Option Plan (as amended and restated) and Microtune, Inc. Amended and Restated 2000 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction with respect to these shares. |
(2) | Estimated solely for the purpose of the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act, based upon the average of the high and low prices of the Common Stock as reported on The NASDAQ Global Market on July 24, 2007. |
EXPLANATORY NOTE
This Registration Statement is being filed, in accordance with General Instruction E. to Form S-8, solely to register the issuance of up to 450,000 additional shares of Common Stock of Microtune, Inc. authorized pursuant to the amendment and restatement of the Microtune, Inc. 2000 Director Option Plan (as amended and restated) (the Director Plan) and the Microtune, Inc. Amended and Restated 2000 Employee Stock Purchase Plan (the ESPP). We previously filed Registration Statements No. 333-47646 and 333-120091 relating to the Director Plan and the ESPP and Registration Statement No. 333-130571 relating to the Director Plan with the Securities and Exchange Commission (the SEC) on October 10, 2000, October 29, 2004 and December 21, 2005, respectively (the Prior Registration Statements). Except as supplemented by the information set forth below, the contents of the Prior Registration Statements are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The contents of the Prior Registration Statements, including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement.
All documents filed by us with the SEC 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 to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents.
Item 8. | Exhibits. |
Exhibit Number |
Exhibit | |
4.1* | Microtune, Inc. 2000 Director Option Plan (as amended and restated) and form of agreements thereunder. | |
4.2* | Microtune, Inc. Amended and Restated 2000 Employee Stock Purchase Plan and form of agreements thereunder. | |
5.1 | Opinion of Baker Botts L.L.P. as to legality of securities being registered. | |
23.1 | Consent of Counsel (contained in Exhibit 5.1). | |
23.2 | Consent of Independent Registered Public Accounting Firm. | |
24.1 | Powers of Attorney (included in signature page of this Registration Statement). |
* | Incorporated by reference to the Registrants Definitive Proxy Statement on Schedule 14A filed with the SEC on April 2, 2007. |
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 Plano, State of Texas as of July 24, 2007.
MICROTUNE, INC. | ||
By: | /s/ James A. Fontaine | |
James A. Fontaine | ||
Chief Executive Officer and President |
POWER OF ATTORNEY
Each person whose signature appears below authorizes each of Phillip D. Peterson and Jeffrey A. Kupp to execute in the name of such person who is then an officer or director of the Registrant, and to file any and all amendments to this Registration Statement necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the offering and sale of the securities that are the subject of this Registration Statement, which amendments may make such changes to such Registration Statement as such attorney may deem appropriate.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated as of the respective dates set forth below.
Signature |
Capacity |
Date | ||
/s/ James A. Fontaine |
President, Chief Executive Officer, and | July 24, 2007 | ||
James A. Fontaine | Director (Principal Executive Officer) | |||
/s/ Jeffrey A. Kupp |
Chief Financial Officer | July 24, 2007 | ||
Jeffrey A. Kupp | (Principal Financial and Accounting Officer) | |||
/s/ Walter S. Ciciora |
Director | July 24, 2007 | ||
Walter S. Ciciora | ||||
/s/ James H. Clardy |
Director | July 24, 2007 | ||
James H. Clardy | ||||
/s/ Steven Craddock |
Director | July 24, 2007 | ||
Steven Craddock | ||||
/s/ Anthony J. LeVecchio |
Director | July 24, 2007 | ||
Anthony J. LeVecchio |
Signature |
Capacity |
Date | ||
/s/ Bernard T. Marren |
Director | July 24, 2007 | ||
Bernard T. Marren | ||||
/s/ Michael T. Schueppert |
Director | July 24, 2007 | ||
Michael T. Schueppert | ||||
/s/ William P. Tai |
Director | July 24, 2007 | ||
William P. Tai | ||||
/s/ A. Travis White |
Director | July 24, 2007 | ||
A. Travis White |
INDEX TO EXHIBITS
Exhibit Number |
Exhibit | |
4.1* | Microtune, Inc. 2000 Director Option Plan (as amended and restated) and form of agreements thereunder. | |
4.2* | Microtune, Inc. Amended and Restated 2000 Employee Stock Purchase Plan and form of agreements thereunder. | |
5.1 | Opinion of Baker Botts L.L.P. as to legality of securities being registered. | |
23.1 | Consent of Counsel (contained in Exhibit 5.1). | |
23.2 | Consent of Independent Registered Public Accounting. | |
24.1 | Powers of Attorney (included in signature page of this Registration Statement). |
* | Incorporated by reference to the Registrants Definitive Proxy Statement on Schedule 14A filed with the SEC on April 2, 2007. |