AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 2004
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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GIGAMEDIA LIMITED
(Exact name of Registrant as Specified in its Charter)
REPUBLIC OF SINGAPORE NONE
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
14TH FL., 122 TUNHUA NORTH ROAD
TAIPEI, TAIWAN, 105
REPUBLIC OF CHINA
(886-2) 8770-7966
(Address, including zip code of principal executive offices)
2002 EMPLOYEE SHARE OPTION PLAN
2004 EMPLOYEE SHARE OPTION PLAN
2004 EMPLOYEE SHARE PURCHASE PLAN
(Full title of the plan)
PUGLISI & ASSOCIATES
850 LIBRARY AVENUE
SUITE 204
NEWARK, DELAWARE 19711
(302) 738-6680
(Name, address, including zip code and telephone, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Securities Amount to be Offering Price per Aggregate Offering Registration
to be Registered Registered Share Price Fee
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Ordinary Shares, par value NT$10 3,000,000 $0.79 $2,370,000 $300.28
per share, issuable under the 2002 shares
Employee Stock Option Plan (1)
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Ordinary Shares, par value NT$10 5,623,530 $0.79 $4,442,588.70 $562.88
per share, issuable under the 2004 shares
Employee Stock Option Plan (2)
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Ordinary Shares, par value NT$10 1,376,470 $1.37 (3) $1,885,763.90 $238.93
per share, issuable under the 2004 shares
Employee Stock Option Plan
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Ordinary Shares, par value NT$10 2,000,000 $1.37 (3) $2,740,000 $347.16
per share, issuable under the 2004 shares
Employee Stock Purchase Plan
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TOTAL 12,000,000 $0.79-$1.37 $11,438,352.60 $1449.25
shares
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(1) The Ordinary Shares hereby set forth for the registration under this
Registration Statement are with respect to a grant of options under the
2002 Employee Share Option Plan on August 12, 2004. The exercise price was
determined based on the average closing price during the one month prior to
grant. This Registration Statement shall also cover any additional Ordinary
Shares which may become issuable under the employee benefit plans being
registered pursuant to this Registration Statement by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the Registrant's receipt of consideration which results in
an increase in the number of the outstanding shares of Registrant's
Ordinary Shares.
(2) The Ordinary Shares hereby set forth for the registration under this
Registration Statement are with respect to a grant of options under the
2004 Employee Share Option Plan on August 12, 2004. The exercise price was
determined based on the average closing price during the one month prior to
grant. This Registration Statement shall also cover any additional Ordinary
Shares which may become issuable under the employee benefit plans being
registered pursuant to this Registration Statement by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the Registrant's receipt of consideration which results in
an increase in the number of the outstanding shares of Registrant's
Ordinary Shares.
(3) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low reported sale prices of a share of the Registrant's Ordinary Shares
on October 4, 2004, as reported on the Nasdaq National Market.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act") and the Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and Exchange
Commission (the "SEC") are hereby incorporated by reference into this
Registration Statement:
a) The Registrant's Annual Report on Form 20-F (File No. 000-30540), filed
with the SEC on June 30, 2004 for the fiscal year ended December 31, 2003.
b) The Registrant's reports on Form 6-K, filed with the SEC on January 20,
2004, on April 14, 2004, on June 3, 2004, and on June 7, 2004.
c) The description of the Registrant's Ordinary Shares contained in the
Form 8-A Registration Statement (File No. 333-11416), filed with the SEC on
February 14, 2000.
In addition, all documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment hereto that indicates
that all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and shall be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
As permitted by Singapore law, the Registrant's articles of association
provide that, subject to the Singapore Companies Act (Chapter 50), the
Registrant's directors and officers will be entitled to be indemnified by the
Registrant against all costs, charges, losses, expenses and liabilities incurred
by such person in the execution and discharge of his duties or in relation
thereto . Directors and officers may not be indemnified by the Registrant for
their liability in respect of any negligence, willful default, breach of duty or
breach of trust of which they may be guilty in relation to the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
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4.1 Memorandum of Association of the Company, incorporated by reference
to Exhibit 3.1 of the Company's Registration Statement on Form F-1
(File. No. 333-11416) filed with the SEC on February 2, 2000 (the
"Form F-1 Registration Statement"), as amended by Amendment No. 1, as
filed with the SEC on February 14, 2000, and Amendment No. 2, as
filed with the SEC on February 17, 2000.
4.2 Articles of Association of the Company, incorporated by reference to
Exhibit 3.2 of the Form F-1 Registration Statement.
4.3 Specimen Share Certificate representing the ordinary shares,
incorporated by reference to Exhibit 4.1 of the Form F-1 Registration
Statement.
4.4 Shareholders' Agreement among GigaMedia Limited and Microsoft
Corporation, Koos Development Corp., Kudos Fund, Best Method Inc.,
TCC International, Mr. Chester Koo, Mr. Leslie Koo, Mr. Kent Yen, Mr.
Raymond Chang, Mr. Chris Tung and Mr. Michel Chu, dated November 23,
1999, incorporated by reference to Exhibit 10.1.28 of the Form F-1
Registration Statement.
4.5 2002 Employee Stock Option Plan, incorporated by reference to
Exhibit 99.2 of Form 6-K filed December 16, 2003.
4.6 2004 Employee Stock Option Plan.
4.7 2004 Employee Stock Purchase Plan.
5.1 Opinion of Allen & Gledhill, Singapore counsel to the Registrant.
23.1 Consent of PricewaterhouseCoopers.
23.2 Consent of Allen & Gledhill (included in Exhibit 5.1 to Registration
Statement).
24.1 Power of Attorney (contained on signature pages to Registration
Statement).
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 the Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(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 this Registration Statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such 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) That for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 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) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
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 Taipei, Taiwan, on this 22nd day of September, 2004.
GIGAMEDIA LIMITED
By: /s/ Daniel Wu
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Name: Daniel Wu
Title: Chairman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Arthur M. Wang, and each of them, his true and
lawful attorneys-in-fact and agents, 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 pre-effective and
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 full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, 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 their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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/ WU, Daniel
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WU, Daniel Chairman of the Board September 22, 2004
/s/ KOO, Jeffrey Jr.
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KOO, Jeffrey Jr. Vice Chairman October 8, 2004
/s/ BAO, Gilbert
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BAO, Gilbert Director September 22, 2004
/s/ CHANG, Nelson
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CHANG, Nelson Director September 22, 2004
/s/ DING, Michael Y.J.
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DING, Michael Y.J. Director September 22, 2004
/s/ HSU, Emmet Yu-Jui
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HSU, Emmet Yu-Jui Director October 1, 2004
/s/ KOO, Andre
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KOO, Andre Director September 27, 2004
/s/ LEE, Howe Yong
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LEE, Howe Yong Director September 25, 2004
/s/ LEE, Yichin
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LEE, Yichin Director September 22, 2004
/s/ WANG, Arthur M.
------------------- Director and Chief Executive
WANG, Arthur M. Officer September 22, 2004
/s/ ZEE, Nancy Jing-Ying Hu
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ZEE, Nancy Jing-Ying Hu Director September 22, 2004
/s/ HUI, Thomas T.
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HUI, Thomas T. Chief Financial Officer September 22, 2004
SIGNATURE OF AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned, the duly authorized representative in the United States of
GigaMedia Limited, has signed this Registration Statement.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
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Name: Donald J. Puglisi
Title: Managing Director