iphi20180803_s8.htm

As filed with the Securities and Exchange Commission on August 7, 2018

Registration No. 333-____

 


UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

________________

INPHI CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of

incorporation or organization)

  

77-0557980

(I.R.S. Employer

Identification No.)

  

  

  

2953 Bunker Hill Lane, Suite 300

Santa Clara, CA

(Address of principal executive offices)

  

95054

(Zip Code)

 

Inphi Corporation Employee Stock Purchase Plan

(Full title of the plans)

 

Ford Tamer
President and Chief Executive Officer
Inphi Corporation
2953 Bunker Hill Lane, Suite 300
Santa Clara, CA 95054
(408) 217-7300

 

(Name, address and telephone
number of agent for service)

Copy to:

 

Allison Leopold Tilley, Esq.

Pillsbury Winthrop Shaw Pittman LLP
2550 Hanover Street
Palo Alto, CA 94304
(650) 233-4500

 

 


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “small reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

☒ Large accelerated filer

☐ Accelerated filer

☐ Non-accelerated filer 

☐ Smaller reporting company

Emerging growth company ☐

 

(Do not check if smaller
reporting company)

 

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

Title of Securities

To Be Registered(1)

  

Amount To

Be Registered(2)

  

Proposed

Maximum Offering

Price Per Share(3) 

  

Proposed

Maximum Aggregate

Offering Price

  

Amount of

Registration Fee

Common Stock, par value $0.001 per share

 

1,000,000

 

$31.25

 

$31,250,000

 

$3.891

 

(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 Registrant’s outstanding shares of Common Stock.

(3) Estimated pursuant to Rules 457(h) and 457(c) 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 New York Stock Exchange on August 1, 2018.

____________________

 

The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.

 

 

 

 

PART I

 

INFORMATION REQUIRED IN THE PROSPECTUS

 

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.

 

Registrant’s Form S-8 Registration Statements filed with the Securities and Exchange Commission, or the SEC, on February 28, 2018 (File No. 333-223313), March 1, 2017 (File No. 333-216363), January 11, 2017 (File No. 333-215523), February 29, 2016 (File No. 333-209832), August 5, 2015 (File No. 333-206108), May 6, 2015 (File No. 333-203906), March 5, 2014 (File No. 333-194339), March 7, 2013 (File No. 333-187108), January 31, 2012 (File No. 333-179270) and November 16, 2010 (File No. 333-170629) are hereby incorporated by reference.

 

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.

 

 

(a)

Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed on February 28, 2018 (File No. 001-34942).

 

 

(b)

Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2018 and June 30, 2018, filed on May 9, 2018 and August 7, 2018, respectively (File Nos. 001-34942).

 

 

(c)

Registrant’s Current Reports on Form 8-K, filed on January 22, 2018 and May 30, 2018 (File Nos. 001-34942).

 

 

(d)

The description of Registrant’s Capital Stock contained in the Registrant’s registration statement on Form 8-A, filed on October 29, 2010 (File No. 001-34942) pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

 

In addition, all documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding any portions thereof furnished by the Registrant, including but not limited to information furnished under Item 2.02 and Item 7.01 and any exhibits relating to Item 2.02 or Item 7.01 furnished under Item 9.01 of Form 8-K and any certification required by 18 U.S.C. § 1350), on or after the date of this Registration Statement, 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. 

 

 

 

 

Item 8.    Exhibits

 

Exhibit

No.

 

Description

 

 

 

5.1

 

Opinion of Pillsbury Winthrop Shaw Pittman LLP.

 

 

 

23.1

 

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

 

 

 

23.2

 

Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).

 

 

 

24.1

 

Power of Attorney (see signature page of this Registration Statement).

     

99.1

 

Inphi Corporation Employee Stock Purchase Plan (incorporated by reference from Annex A to the Registrant’s definitive proxy statement for the year ended December 31, 2017, filed on April 25, 2018).

 

 

 

 

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 Santa Clara, State of California, on the 7th day of August, 2018.

 

 

INPHI CORPORATION

 

 

 

 

 

 

 

 

 

By

/s/ Ford Tamer

 

 

 

Ford Tamer

President and Chief Executive Officer

 

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ford Tamer and John Edmunds 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

 

Title

 

Date

 

 

 

 

 

/s/ Ford Tamer

 

President, Chief Executive Officer (Principal

 

August 7, 2018

Ford Tamer

 

Executive Officer) and Director

 

 

 

 

 

 

 

/s/ John Edmunds

 

Chief Financial Officer and Chief Accounting

 

August 7, 2018

John Edmunds

 

Officer (Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

/s/ Diosdado P. Banatao

 

Chairman of the Board

 

August 7, 2018

Diosdado P. Banatao

 

 

 

 

 

 

 

 

 

/s/ Nicholas Brathwaite

 

Director

 

August 7, 2018

Nicholas Brathwaite

 

 

 

 

 

 

 

 

 

/s/ Chenming Hu

 

Director

 

August 7, 2018

Chenming Hu

 

 

 

 

 

 

 

 

 

/s/ David Liddle

 

Director

 

August 7, 2018

David Liddle

 

 

 

 

 

 

 

 

 

/s/ Bruce McWilliams

 

Director

 

August 7, 2018

Bruce McWilliams

 

 

 

 

 

 

 

 

 

/s/ Elissa Murphy

 

Director

 

August 7, 2018

Elissa Murphy

 

 

 

 

         

/s/ William J. Ruehle

 

Director

 

August 7, 2018

William J. Ruehle

 

 

 

 

         

/s/ Sam S. Srinivasan

 

Lead Director

 

August 7, 2018

Sam S. Srinivasan