As filed with the Securities and Exchange Commission on January 4, 2002
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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GENESIS MICROCHIP INCORPORATED
(Exact name of Registrant as specified in its charter)
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Nova Scotia, Canada None
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
165 Commerce Valley Drive W.
Thornhill, Ontario Canada
L3T 7V8
(905) 889-5400
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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1997 Employee Stock Purchase Plan
(Full title of the plan)
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Amnon Fisher
Genesis Microchip Corporation
2150 Gold Street
Alviso, CA 95002
(Name and address, including zip code, of agent for service)
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(408) 544-9620
(Telephone number, including area code, of agent for service)
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Copies to:
Selim Day, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
One Market Street, Spear Tower, Suite 3300
San Francisco, California 94105
(415) 947-2000
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CALCULATION OF REGISTRATION FEE
========================================= ======================== ====================== ====================== ===================
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
----------------------------------------- ------------------------ ---------------------- ---------------------- -------------------
Common Shares, no par value approved
for issuance under:
1997 Employee Stock Purchase Plan (1).... 51,769 $65.465 $3,389,057.59 $809.99
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(1) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 solely for
the purpose of calculating the registration fee. The computation is based
upon 85% (see explanation in following sentence) of the average of the
high and low price of the Common Stock as reported on the Nasdaq National
Market on January 3, 2002. Pursuant to the 1997 Employee Stock Purchase
Plan, Common Stock issued thereunder will be sold at a per share price
equal to 85% of the Fair Market Value of a share of Common Stock on the
Enrollment Date or the Exercise Date, whichever is lower (as such terms
are defined in such plan). The indicated number of shares to be registered
represents additional shares issuable under the listed plan that are not
covered by prior registration statements.
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Statement Under General Instruction E - Registration Of Additional Securities.
The Registrant filed a post-effective Amendment No. 1 to a Registration
Statement on Form S-8 with the Securities and Exchange Commission on or about
April 29, 1998 (SEC File No. 333-51001) (the "April 1998 Form S-8"). The April
1998 Form S-8 was filed in connection with the Registrant's 1987 Stock Option
Plan, 1997 Employee Stock Option Plan, 1997 Non-Employee Stock Option Plan and
1997 Employee Stock Purchase Plan. This Registration Statement registers
additional shares of the Registrant's Common Shares to be issued pursuant to
the 1997 Employee Stock Purchase Plan. The contents of the April 1998 Form S-8,
including periodic reports that the Registrant filed, or that it will file,
after the April 1998 Form S-8 to maintain current information about the
Registrant, are incorporated by reference into this Registration Statement
pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. Exhibits
4.1* Memorandum and Articles of Association of Genesis Microchip Incorporated
4.2 The 1997 Employee Stock Purchase Plan, as amended on September 14, 2000
5.1 Opinion of Stewart McKelvey Stirling Scales
23.1 Consent of KPMG, LLP, Independent Accountants
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (See page 4 hereof)
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* Incorporated herein by reference to the Company's Registration Statement on
Form S-4 (File No. 333-76937) filed with the Commission on April 23, 1999.
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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 Thornhill, Ontario, Canada, on this 3rd day of January, 2002.
GENESIS MICROCHIP INCORPORATED
By: /s/ I. Eric Erdman
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I. Eric Erdman
Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Amnon Fisher and I. Eric Erdman, jointly
and severally, his attorneys-in-fact, each with the power of substitution, for
him 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 attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof. 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 and on the
date indicated.
Signature Title Date
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/s/ Alexander S. Lushtak
---------------------------- Chairman January 3, 2002
Alexander S. Lushtak
/s/ Amnon Fisher Director, President, Chief
---------------------------- Executive Officer and January 3, 2002
Amnon Fisher authorized U.S. Representative
/s/ I. Eric Erdman
---------------------------- Chief Financial Officer, Chief January 3, 2002
I. Eric Erdman Accounting Officer and Secretary
/s/ James E. Donegan
---------------------------- Director January 3, 2002
James E. Donegan
/s/ George A. Duguay Director January 3, 2002
----------------------------
George A. Duguay
/s/ Lawrence G. Finch
---------------------------- Director January 3, 2002
Lawrence G. Finch
/s/ Jeffrey Diamond
---------------------------- Director January 3, 2002
Jeffrey Diamond
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INDEX TO EXHIBITS
Exhibit
Number Exhibit Document
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4.1* Memorandum and Articles of Association of Genesis
Microchip Incorporated
4.2 The 1997 Employee Stock Purchase Plan, as amended
on September 14, 2000
5.1 Opinion of Stewart McKelvey Stirling Scales
23.1 Consent of KPMG LLP, Independent Accountants
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (See page 4 hereof)
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* Incorporated herein by reference to the Company's Registration Statement on
Form S-4 (File No. 333-76937) filed with the Commission on April 23, 1999.
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