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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cavium, Inc. (delisted) | NASDAQ:CAVM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 86.23 | 73.60 | 94.00 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on May 5, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAVIUM, INC.
(Exact name of registrant as specified in its charter)
Delaware | 77-0558625 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Cavium, Inc.
2315 N. First Street
San Jose, California 95131
(Address of Principal Executive Offices) (Zip Code)
2007 Equity Incentive Plan
(Full title of the plan)
Vincent P. Pangrazio
Senior Vice President, General Counsel and Secretary
Cavium, Inc.
2315 N. First Street
San Jose, California 95131
(Name, and Address of Agent For Service)
(408) 943-7100
(Telephone number, including area code, of agent for service)
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. (Check one):
Large accelerated filer | x | Accelerated filer | ¨ | |||
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 |
Proposed Maximum Offering Price per Share (2) |
Proposed Offering Price (2) |
Amount of Registration Fee | ||||
Common Stock, par value $0.001 per share |
2,722,914 shares | $65.745 | $179,017,981 | $20,802 | ||||
| ||||||||
|
(1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of Registrants Common Stock that become issuable under the Registrants 2007 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrants Common Stock. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are calculated using the average of the high and low prices of the Registrants Common Stock as reported on the NASDAQ Global Market on April 30, 2015, in accordance with Rule 457(c) of the Securities Act. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 2,722,914 shares of the Registrants Common Stock to be issued pursuant to the Registrants 2007 Equity Incentive Plan.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
The contents of the Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission on May 18, 2007, March 27, 2008, May 7, 2009, May 7, 2010, May 6, 2011, May 7, 2012, May 6, 2013 and May 2, 2014 (File Nos. 333-143094, 333-149932, 333-159031, 333-166651, 333-174033, 333-181206, 333-188380 and 333-195663) are incorporated by reference herein.
EXHIBITS
Exhibit Number |
||
4.1(1) | Form of the Registrants Common Stock Certificate | |
4.2(2) | Amended and Restated Certificate of Incorporation | |
4.2(3) | Amended and Restated Bylaws | |
5.1 | Opinion of Cooley LLP | |
23.1 | Consent of Independent Registered Public Accounting Firm | |
23.2 | Consent of Independent Registered Public Accounting Firm | |
23.3 | Consent of Cooley LLP. Reference is made to Exhibit 5.1. | |
24.1 | Power of Attorney. Reference is made to the signature page of this Form S-8. | |
99.1(4) | Amended 2007 Equity Incentive Plan |
(1) | Previously filed as Exhibit 4.2 to the Registrants Registration Statement on Form S-1/A (No. 333-140660), filed with the Commission on April 24, 2007, and incorporated by reference herein. |
(2) | Previously filed as Exhibit 3.2 to the Registrants Periodic Report on Form 8-K (No. 001-33435), filed with the Commission on June 20, 2011, and incorporated by reference herein. |
(3) | Previously filed as Exhibit 3.5 to the Registrants Registration Statement on Form S-1/A (No. 333-140660), filed with the Commission on April 13, 2007, and incorporated by reference herein. |
(4) | Previously filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q (No. 001-33435), filed with the Commission on May 2, 2014, and incorporated by reference herein. |
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 the City of San Jose, State of California, on May 4, 2015.
CAVIUM, INC. | ||
By: | /s/ Vincent P. Pangrazio | |
Vincent P. Pangrazio | ||
SVP, General Counsel and Secretary |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints SYED ALI, ARTHUR CHADWICK AND VINCENT P. PANGRAZIO, and each or any one 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 any 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/S/ SYED ALI Syed Ali |
President, Chief Executive Officer and Director (Principal Executive Officer) |
May 4, 2015 | ||
/S/ ARTHUR CHADWICK Arthur Chadwick |
Chief Financial Officer, Vice President of Finance and Administration (Principal Financial and Accounting Officer) |
May 4, 2015 | ||
/S/ SANJAY MEHROTRA Sanjay Mehrotra |
Director | May 4, 2015 | ||
/S/ MADHAV RAJAN Madhav Rajan |
Director | May 4, 2015 | ||
/S/ C.N. REDDY C.N. Reddy |
Director | May 4, 2015 | ||
/S/ ANTHONY THORNLEY Anthony Thornley |
Director | May 4, 2015 |
EXHIBIT INDEX
Exhibit Number |
Description | |
4.1(1) | Form of the Registrants Common Stock Certificate | |
4.2(2) | Amended and Restated Certificate of Incorporation, currently in effect | |
4.2(3) | Amended and Restated Bylaws, currently in effect | |
5.1 | Opinion of Cooley LLP | |
23.1 | Consent of Independent Registered Public Accounting Firm | |
23.2 | Consent of Independent Registered Public Accounting Firm | |
23.3 | Consent of Cooley LLP. Reference is made to Exhibit 5.1. | |
24.1 | Power of Attorney. Reference is made to the signature page of this Form S-8. | |
99.1(4) | Amended 2007 Equity Incentive Plan |
(1) | Previously filed as Exhibit 4.2 to the Registrants Registration Statement on Form S-1/A (No. 333-140660), filed with the Commission on April 24, 2007, and incorporated by reference herein. |
(2) | Previously filed as Exhibit 3.2 to the Registrants Periodic Report on Form 8-K (No. 001-33435), filed with the Commission on June 20, 2011, and incorporated by reference herein. |
(3) | Previously filed as Exhibit 3.5 to the Registrants Registration Statement on Form S-1/A (No. 333-140660), filed with the Commission on April 13, 2007, and incorporated by reference herein. |
(4) | Previously filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q (No. 001-33435), filed with the Commission on May 2, 2014, and incorporated by reference herein. |
Exhibit 5.1
May 4, 2015
Cavium, Inc.
2315 N. First Street
San Jose, CA 95131
Ladies and Gentlemen:
We have acted as counsel to Cavium, Inc. (the Company), a Delaware corporation, and you have requested our opinion in connection with the filing of a registration statement on Form S-8 (the Registration Statement) with the Securities and Exchange Commission covering the offering of up to 2,722,914 shares of Common Stock pursuant to the Companys 2007 Equity Incentive Plan (the 2015 EIP Shares).
In connection with this opinion, we have examined the Registration Statement and related Prospectuses, the Companys Amended and Restated Certificate of Incorporation and Bylaws, as currently in effect, the Companys 2007 Equity Incentive Plan (the 2007 EIP), and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the 2015 EIP Shares, when sold and issued in accordance with the 2007 EIP and the Registration Statement and related Prospectuses, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
COOLEY LLP | ||
By: | /s/ Mark P. Tanoury | |
Mark P. Tanoury |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 2, 2015 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Cavium, Inc.s Annual Report on Form 10-K for the year ended December 31, 2014.
/S/ PRICEWATERHOUSECOOPERS LLP |
San Jose, California |
May 4, 2015 |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 4, 2015 relating to the financial statements of Xpliant, Inc., which appear in Cavium, Inc.s Current Report on Form 8-K dated March 31, 2015.
/S/ PRICEWATERHOUSECOOPERS LLP |
San Jose, California |
May 4, 2015 |
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