sv8
As filed with the Securities and Exchange Commission on August 25, 2006
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NETGEAR, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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4500 Great America Parkway,
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77-0419172 |
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Santa Clara, CA 95054 |
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(State or other jurisdiction of
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(Address, including zip code, of Registrants
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(I.R.S. Employer Identification No.) |
incorporation or organization)
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principal executive offices) |
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Individual Stock Option Agreement
(Full title of the plans)
Patrick C.S. Lo
Chairman of the Board and Chief Executive Officer
NETGEAR, Inc.
4500 Great America Parkway,
Santa Clara, CA 95054
(408) 907-8000
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
John T. Sheridan, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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Amount |
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Proposed Maximum |
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Proposed Maximum |
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Amount of |
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Title of Securities to |
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to be |
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Offering Price |
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Aggregate |
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Registration |
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be Registered |
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Registered (1) |
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Per Share |
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Offering Price |
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Fee |
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Common Stock, $0.001 par value |
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300,000 shares (2) |
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$ |
19.16 |
(3) |
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$ |
5,748,000 |
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$ |
616 |
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(1) |
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This registration statement shall also cover any additional shares of common stock which
become issuable by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results in an increase
in the number of the outstanding shares of common stock. |
(2) |
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Represents 300,000 shares issuable pursuant to an individual stock option agreement, which
option was granted as a material inducement of employment to a former employee of SkipJam
Corp. (SkipJam) in connection with NETGEARs acquisition of SkipJam. |
(3) |
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The proposed maximum offering price per share was calculated pursuant to Rule 457 under the
Securities Act of 1933, solely for purposes of calculating the registration fee, to be equal
to $19.16, the per share exercise price of the outstanding securities. |
NETGEAR, INC.
REGISTRATION STATEMENT ON FORM S-8
On August 1, 2006, NETGEAR, Inc. (NETGEAR) completed its acquisition of SkipJam Corp.
(SkipJam). NETGEAR has prepared this registration statement in accordance with the requirements
of Form S-8 under the Securities Act to register up to 300,000 shares of NETGEARs common stock
(Common Stock) issuable pursuant to an individual stock option agreement in the form filed
herewith as Exhibit 99.1, which option was granted as a material inducement of employment to
Michael Spilo, a former employee of SkipJam, in connection with NETGEARs acquisition of SkipJam.
TABLE OF CONTENTS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed with the SEC by the Registrant are
incorporated by reference herein.
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1. |
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Registrants Annual Report on Form 10-K for the fiscal year ended December 31,
2005 as filed with the SEC on March 16, 2006. |
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2. |
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Registrants Quarterly Reports on Form 10-Q for (i) the quarterly period ended
April 2, 2006, as filed with the SEC on May 12, 2006; and (ii) the quarterly period
ended July 2, 2006, as filed with the SEC on August 11, 2006. |
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3. |
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Registrants Current Reports on Form 8-K as filed with the SEC on February 16,
2006, April 26, 2006, May 24, 2006, July 27, 2006 and August 2, 2006 (except with
respect to those items furnished but not filed). |
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4. |
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The description of the Registrants common stock which is contained in a
registration statement on Form 8-A filed on July 25, 2003 (File No. 000-50350) under the
Securities Exchange Act of 1934 (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 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 herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for 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 earlier 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.
Item 5. Interests of Named Experts and Counsel.
The opinion of counsel as to the legality of the securities being registered hereunder, filed
as Exhibit 5.1 hereto, is being provided by Albert Y. Liu, the Registrants Vice President, Legal
and Corporate Development.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court to award, or a
corporations board of directors to grant, indemnity to officers, directors and other corporate
agents in terms sufficiently broad to permit such indemnification under certain circumstances and
subject to certain limitations.
The Registrants certificate of incorporation and bylaws provide that the Registrant shall
indemnify its directors, officers, employees and agents to the full extent permitted by Delaware
General Corporation Law, including in circumstances in which indemnification is otherwise
discretionary under Delaware law.
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In addition, the Registrant has entered into separate indemnification agreements with its
directors, officers and certain employees which requires the registrant, among other things, to
indemnify them against certain liabilities which may arise by reason of their status as directors,
officers or certain other employees. The Registrant also intends to maintain director and officer
liability insurance, if available on reasonable terms.
These indemnification provisions and the indemnification agreements entered into between the
Registrant and its officers and directors may be sufficiently broad to permit indemnification of
the registrants officers and directors for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act.
Item 7. Exemption from Registration Claimed.
None.
Item 8. Exhibits
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Exhibit |
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Number |
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Document |
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5.1
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Opinion of NETGEAR, Inc. Vice President, Legal and Corporate Development, as to legality of
securities being registered |
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23.1
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Consent of Independent Registered Public Accounting Firm. |
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23.2
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Consent of NETGEAR, Inc. Vice President, Legal and Corporate Development (contained in Exhibit 5.1). |
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24.1
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Power of Attorney (see page 3). |
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99.1
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Form of Stock Option Agreement |
Item 9. Undertakings
(a) 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;
(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 the information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above 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 Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each
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.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plans annual report pursuant to 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.
(c) 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 the City of Santa Clara, State of California, on August 25, 2006.
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NETGEAR, Inc.
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By: |
/s/ Patrick C.S. Lo
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Patrick C.S. Lo |
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Chairman of the Board and Chief Executive Officer |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Patrick C.S. Lo and Jonathan R. Mather and each of them, acting individually, as his
attorney-in-fact, with full power of substitution, for him and in any and all capacities, to sign
any and all amendments to this registration statement on Form S-8 (including post-effective
amendments) and to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorney to any and all amendments to the registration
statement.
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.
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Signature |
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Title |
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Date |
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/s/ Patrick C.S. Lo
Patrick C.S. Lo
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Chairman of the Board and Chief Executive Officer
Principal Executive Officer
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August 25, 2006 |
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/s/ Jonathan R. Mather
Jonathan R. Mather
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Executive Vice President and Chief Financial Officer
Principal Financial and Accounting Officer
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August 25, 2006 |
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Director
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/s/ A. Timothy Godwin
A. Timothy Godwin
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Director
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August 25, 2006 |
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/s/ Jef Graham
Jef Graham
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Director
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August 25, 2006 |
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Director
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/s/ Gregory J. Rossmann
Gregory J. Rossmann
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Director
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August 25, 2006 |
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INDEX TO EXHIBITS
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Exhibit |
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Number |
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Document |
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5.1
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Opinion of NETGEAR, Inc. Vice President, Legal and Corporate Development, as to legality of
securities being registered |
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23.1
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm |
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23.2
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Consent of NETGEAR, Inc. Vice President, Legal and Corporate Development (contained in Exhibit 5.1) |
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24.1
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Power of Attorney (see page 3) |
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99.1
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Form of Stock Option Agreement |