Registration No. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MARVELL TECHNOLOGY GROUP LTD.
(Exact name of registrant as specified in its charter)
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Bermuda
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77-0481679
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Canon’s Court
22 Victoria Street
Hamilton HM 12
Bermuda
(441) 296-6395
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
2000 Employee Stock Purchase Plan, as amended and restated
(Full title of the plan)
Mitchell Gaynor
Executive Vice President, Chief Legal Officer and Secretary
Marvell Semiconductor, Inc.
5488 Marvell Lane
Santa
Clara, California 95054
(408) 222-2500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee (2)
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Common shares, par value $0.002 per share, to be issued under
the Marvell Technology Group Ltd. 2000 Employee Stock Purchase Plan, as amended and restated
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8,000,000 shares
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$17.74
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$141,920,000
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$18,422
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this
Registration Statement also covers shares issued pursuant to certain anti-dilution provisions as set forth the Marvell Technology Group Ltd. 2000 Employee Stock Purchase Plan, as amended and restated, including, without limitation, shares issued as
a result of any stock split, stock dividend, recapitalization or any other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the Registrant’s outstanding common
shares.
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(2)
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Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose
of calculating the registration fee, based upon the average of the high and low prices of the Registrant’s common shares as reported on the Nasdaq Global Select Market on March 16, 2020, which amount was $17.74 per share.
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