- Securities Registration: Employee Benefit Plan (S-8)
March 24 2010 - 2:09PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on March 24, 2010
Registration
No. 333-
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
TECHWELL,
INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
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77-0451738
(I.R.S. Employer
Identification No.)
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408 East Plumeria Drive
San Jose, CA
(Address of principal executive offices)
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95134
(Zip Code)
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Techwell, Inc. 2006 Stock
Incentive Plan
(Full title of the plans)
Fumihiro Kozato
President and Chief Executive Officer
Techwell, Inc.
408 East Plumeria Drive
San Jose, CA 95134
(408) 435-3888
(Name, address and telephone
number of agent for service)
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Copy to:
James J. Masetti, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2475 Hanover Street
Palo Alto, CA 94304
(650) 233-4500
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Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or
a smaller reporting company. See definition of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large Accelerated filer
o
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Accelerated filer
x
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Non-Accelerated filer
o
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Smaller Reporting Company
o
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(Do not check if a
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smaller reporting company)
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CALCULATION OF REGISTRATION FEE
Title of Securities
To Be Registered
(1)
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Amount To
Be Registered
(2)
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Proposed
Maximum Offering
Price Per Share(3)
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Proposed
Maximum Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.001 per share
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878,316
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$
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12.64
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$
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11,101,915
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$
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792
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(1) The securities to be
registered include options and rights to acquire Common Stock.
(2) Pursuant to Rule 416,
this registration statement also covers any additional securities that may be
offered or issued in connection with any stock split, stock dividend,
recapitalization or any other similar transaction effected without receipt of
consideration, which results in an increase in the number of the Registrants
outstanding shares of Common Stock.
(3) Estimated pursuant to Rules 457(c) and
457(h) under the Securities Act of 1933, as amended (the Securities Act),
solely for the purposes of calculating
the registration fee, based on the average of the high and low prices of
the Common Stock as reported on the Nasdaq National Market on March 19,
2010.
The Registration
Statement shall become effective upon filing in accordance with Rule 462
under the Securities Act.
INFORMATION
REQUIRED PURSUANT
TO
GENERAL INSTRUCTION E TO FORM S-8
General Instruction E Information
This Registration
Statement is being filed for the purpose of increasing the number of securities
of the same class as other securities for which a Registration Statement of the
Registrant on Form S-8 relating to the same employee benefit plan is
effective.
Registrants Form S-8 Registration
Statements filed with the Securities and Exchange Commission on July 27,
2006, March 19, 2007, March 14, 2008 and March 11, 2009 (File
Nos. 333-136063, 333-141413, 333-149721 and 333-157852) are hereby incorporated
by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation
of Documents by Reference.
The following documents
filed by the Registrant with the Securities and Exchange Commission are hereby
incorporated by reference in this Registration Statement:
(a) The Registrants Annual Report on Form 10-K
dated December 31, 2009 and filed on March 24, 2010.
(b) The description of Registrants Capital
Stock contained in Registrants registration statement on Form 8-A, filed May 24,
2006 (File No. 0-52014) pursuant to Section 12(g) of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
In addition, all
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act of 1934, as amended (excluding any
portions thereof furnished under Item 2.02 or, 7.01 and any exhibits relating
to Item 2.02 or 7.01 furnished under Item 9.01 of Form 8-K and any
certification required by 18 U.S.C. 1350), prior to the filing of a
post-effective amendment which indicates that all securities offered 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 a part
hereof from the date of filing of such documents.
Any statement contained
in this Registration Statement or in a document incorporated by reference in
this Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained in this Registration Statement or in any subsequently filed document
that is deemed to be incorporated by reference in this Registration Statement
modifies or supersedes such statement.
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SIGNATURES
Pursuant
to the requirements of the Securities Act, 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 San Jose, State
of California, on the 24th day of March, 2010.
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TECHWELL,
INC.
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By
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/s/
Fumihiro Kozato
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Fumihiro Kozato
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President and Chief
Executive Officer
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POWER OF
ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Fumihiro Kozato and Mark Voll and each of them, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all 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 granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents, or his 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 below by the
following persons in the capacities and on the dates indicated.
Name
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Title
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Date
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/s/ Fumihiro Kozato
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President,
Chief Executive Officer (Principal Executive Officer) and Director
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March 24,
2010
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Fumihiro Kozato
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/s/ Mark Voll
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Chief
Financial Officer (Principal Financial Officer and Principal Accounting
Officer)
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March 24,
2010
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Mark Voll
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/s/ Robert D. Cochran
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Director
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March 24,
2010
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Robert D. Cochran
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/s/ Richard H. Kimball
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Director
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March 24,
2010
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Richard H. Kimball
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/s/ C.J. Koomen
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Director
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March 24,
2010
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Dr. C.J. Koomen
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/s/ Justine Lien
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Director
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March 24,
2010
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Justine Lien
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/s/ Phillip J. Salsbury
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Director
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March 24,
2010
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Dr. Phillip J. Salsbury
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INDEX TO EXHIBITS
Exhibit No.
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Description
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5.1
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Opinion
of Pillsbury Winthrop Shaw Pittman LLP.
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23.1
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Consent
of Deloitte & Touche LLP, independent registered public accounting
firm.
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23.2
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Consent
of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).
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24.1
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Power
of Attorney (see signature page).
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