Form S-8

As filed with the Securities and Exchange Commission on February 4, 2011

Registration No. 333-             

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Entropic Communications, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   33-0947630

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

6290 Sequence Drive

San Diego, California 92121

(Address of Principal Executive Offices, Including Zip Code)

 

 

2007 Equity Incentive Plan

2007 Employee Stock Purchase Plan

2007 Non-Employee Directors’ Stock Option Plan

(Full Titles of the Plans)

 

 

Patrick C. Henry

President and Chief Executive Officer

Entropic Communications, Inc.

6290 Sequence Drive

San Diego, California 92121

(858) 768-3600

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

 

Lance W. Bridges, Esq.

Vice President and General Counsel

Entropic Communications, Inc.

6290 Sequence Drive

San Diego, California 92121

(858) 768-3600

 

Jason L. Kent, Esq.

Cooley LLP

4401 Eastgate Mall

San Diego, California 92121

(858) 550-6000

 

 

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities

to be Registered

 

Amount

to be

Registered (1)

 

Proposed Maximum

Offering Price

Per Share (2)

 

Proposed Maximum

Aggregate

Offering Price (2)

 

Amount of

Registration Fee

2007 Equity Incentive Plan
Common Stock (par value $0.001)

  4,254,725 shares(3)     $10.985   $46,738,154   $5,426

2007 Employee Stock Purchase Plan
Common Stock (par value $0.001)

  1,276,418 shares(4)     $10.985   $14,021,452   $1,628

2007 Non-Employee Directors’ Stock Option Plan
Common Stock (par value $0.001)

  165,997 shares(5)   $10.985   $1,823,477   $212

Total

  5,697,140 shares   N/A   $62,583,083   $7,266
 
 
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act” ), this Registration Statement shall also cover any additional shares of Registrant’s common stock (the “Common Stock” ) that become issuable under the plans by reason of any stock dividend, stock split, recapitalization or other similar transaction.
(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act. The price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock on January 31, 2011, as reported on The NASDAQ Global Select Market.
(3) Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2007 Equity Incentive Plan (the “EIP “) on January 1, 2011 pursuant to an “evergreen” provision contained in the EIP. Pursuant to such provision, on January 1 of each year commencing in 2008 and ending on (and including) January 1, 2017, the number of shares authorized for issuance under the EIP is automatically increased by a number equal to the lesser of (i) 5% of the aggregate number of shares of Common Stock outstanding on December 31 of the preceding calendar year, (ii) 7,692,307 shares of Common Stock or (iii) a lesser number of shares of Common Stock that may be determined by the Registrant’s board of directors or a duly authorized committee of the board of directors.
(4) Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2007 Employee Stock Purchase Plan (the “ESPP “) on January 1, 2011 pursuant to an “evergreen” provision contained in the ESPP. Pursuant to such provision, on January 1 of each year commencing in 2008 and ending on (and including) January 1, 2017, the number of shares authorized for issuance under the ESPP is automatically increased by a number equal to the lesser of (i) 1.5% of the aggregate number of shares of Common Stock outstanding on December 31 of the preceding calendar year, (ii) 2,307,692 shares of Common Stock, or (iii) a lesser number of shares that may be determined by the Registrant’s board of directors or a duly authorized committee of the board of directors.
(5) Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2007 Non-Employee Directors’ Stock Option Plan (the “NEDSOP “) on January 1, 2011 pursuant to an “evergreen” provision contained in the NEDSOP. Pursuant to such provision, on January 1 of each year commencing in 2008 and ending on (and including) January 1, 2017, the number of shares authorized for issuance under the NEDSOP is automatically increased by a number equal to the excess of (a) the number of shares of Common Stock subject to options granted under the NEDSOP during the preceding calendar year, over (b) the number of shares, if any, added back to the share reserve of the NEDSOP during the preceding calendar year, or a lesser number of shares of Common Stock that may be determined each year by the Registrant’s board of directors or a duly authorized committee of the board of directors.

 

 

 


INCORPORATION BY REFERENCE OF CONTENTS OF

REGISTRATION STATEMENTS ON FORM S-8

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plans are effective. The Registrant previously registered shares of its Common Stock for issuance under the EIP, the ESPP and the NEDSOP, as the case may be, under Registration Statements on Form S-8 filed with the Securities and Exchange Commission, or SEC, on December 7, 2007 (File No. 333-147916), February 6, 2008 (File No. 333-149077), February 23, 2009 (File No. 333-157460) and February 4, 2010 (File No. 333-164700). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.


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 San Diego, State of California, on February 4, 2011.

 

Entropic Communications, Inc.
By:  

/S/    PATRICK HENRY

 

Patrick Henry

President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Patrick Henry and David Lyle, and each of them, his true and lawful attorney-in-fact and agent, 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 (including post-effective amendments) to this Registration Statement, and to file the same, with all 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 in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitutes or substitute, may lawfully 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 dates indicated.

 

Signature    Title   Date

/S/    PATRICK HENRY

Patrick Henry

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

  February 4, 2011

/S/    DAVID LYLE

David Lyle

  

Chief Financial Officer

(Principal Financial Officer)

  February 4, 2011

/S/    TREVOR RENFIELD

Trevor Renfield

  

Corporate Controller and Principal Accounting Officer

(Principal Accounting Officer)

  February 4, 2011

/S/    UMESH PADVAL

   Chairman of the Board of Directors   February 4, 2011
Umesh Padval     

/S/    ROBERT BAILEY

   Director   February 4, 2011
Robert Bailey     

/S/    THOMAS BARUCH

   Director   February 4, 2011
Thomas Baruch     

/S/    KEITH BECHARD

   Director   February 4, 2011
Keith Bechard     

/s/    Amir Mashkoori

   Director   February 4, 2011
Amir Mashkoori     

/S/    KENNETH MERCHANT

   Director   February 4, 2011
Kenneth Merchant     

/S/    THEODORE TEWKSBURY

   Director   February 4, 2011

Theodore Tewksbury

    


EXHIBIT INDEX

 

Exhibit

Number

   
       3.1(1)   Registrant’s Amended and Restated Certificate of Incorporation.
       3.2(2)   Registrant’s Amended and Restated Bylaws.
  4.1   Reference is made to Exhibits 3.1 and 3.2.
       4.2(3)   Form of Common Stock Certificate of the Registrant.
  5.1   Opinion of Cooley LLP.*
23.1   Consent of Independent Registered Public Accounting Firm.*
23.2   Consent of Cooley LLP. Reference is made to Exhibit 5.1.*
24.1   Power of Attorney. Reference is made to the signature page hereto.
     99.1(4)   2007 Equity Incentive Plan and Form of Option Agreement, Form of Option Grant Notice and Notice of Exercise thereunder.
     99.2(4)   2007 Employee Stock Purchase Plan and Form of Offering Document thereunder.
     99.3(5)   2007 Non-Employee Directors’ Stock Option Plan and Form of Option Agreement, Forms of Grant Notice and Notice of Exercise thereunder.
* Filed herewith.

 

(1) Filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 13, 2007, and incorporated herein by reference.
(2) Filed as an exhibit to the Registrations Current Report on Form 8-K, filed with the SEC on December 5, 2008, and incorporated herein by reference.
(3) Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (File No. 333-144899), as amended, filed with the SEC, and incorporated herein by reference.
(4) Filed as an exhibit to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 3, 2008, and incorporated herein by reference.
(5) Filed as an exhibit to the Registrants Annual Report on Form 10-K, filed with the SEC on February 3, 2011, and incorporated herein by reference.