sv8
As filed with the Securities and Exchange Commission on September 27, 2010
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
VIASAT, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
|
|
33-0174996
(I.R.S. Employer
Identification No.) |
6155 El Camino Real
Carlsbad, California 92009
(760) 476-2200
(Address of Principal Executive Offices)
1996 Equity Participation Plan of ViaSat, Inc.
(Full Title of the Plan)
Keven K. Lippert, Esq.
Vice President, General Counsel and Secretary
ViaSat, Inc.
6155 El Camino Real
Carlsbad, California 92009
(760) 476-2200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Craig M. Garner, Esq.
Latham & Watkins LLP
12636 High Bluff Drive, Suite 400
San Diego, California 92130
(858) 523-5400
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 þ |
Accelerated filer o |
Non-accelerated filer o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposed |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
Proposed |
|
|
|
Maximum |
|
|
|
|
|
|
| |
|
|
|
Amount |
|
|
|
Maximum |
|
|
|
Aggregate |
|
|
|
Amount of |
|
|
| |
Title of Each Class of |
|
|
to be |
|
|
|
Offering Price |
|
|
|
Offering |
|
|
|
Registration |
|
|
| |
Securities to be Registered |
|
|
Registered (1) (2) |
|
|
|
Per Share |
|
|
|
Price |
|
|
|
Fee |
|
|
| |
Common stock, $0.0001 par value |
|
|
4,800,000 shares |
|
|
$38.99(3) |
|
|
$187,152,000.00 |
|
$13,343.94 |
| |
|
|
|
| (1) |
|
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”),
this registration statement also registers an indeterminate number of additional shares that
may be issued pursuant to the 1996 Equity Participation Plan of ViaSat, Inc. (the “Plan”) as
the result of any future stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results in an increase in the
number of outstanding shares of ViaSat, Inc. (“ViaSat”) common stock. |
| |
| (2) |
|
Covers 4,800,000 additional shares of ViaSat common stock available for issuance under the
Plan pursuant to an amendment to the Plan approved by the stockholders of ViaSat on September
22, 2010. The Plan authorizes the issuance of a maximum of 17,400,000 shares of common stock.
However, the offer and sale of 12,600,000 shares of common stock, which have been or may be
issued under the Plan, have
previously been registered pursuant to prior Form S-8 registration statements (Commission File
Nos. 333-21113, 333-68757, 333-67010, 333-109959 and 333-153828). |
| |
| (3) |
|
The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rules
457(c) and (h) under the Securities Act solely for the purpose of calculating the registration
fee. The computation is based upon the average of the high and low prices of ViaSat common
stock as reported on the Nasdaq Global Select Market on September 20, 2010, because the
offering price of the securities to be granted in the future is not currently determinable. |
Proposed sales to take place as soon after the effective date of the registration statement as
awards granted under the Plan are granted, exercised and/or distributed.
TABLE OF CONTENTS
EXPLANATORY NOTE
This registration statement on Form S-8 is filed by ViaSat to register an additional
4,800,000 shares of ViaSat common stock for issuance under the Plan pursuant to an amendment to the
Plan approved by the stockholders of ViaSat on September 22, 2010. In accordance with Instruction
E to Form S-8, the contents of the prior Form S-8 registration statements (Commission File Nos.
333-21113, 333-68757, 333-67010, 333-109959 and 333-153828) are incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be sent or given
to participants as specified by Rule 428(b)(1) of the Securities Act. These documents and the
documents incorporated by reference into this registration statement pursuant to Item 3 of Part II
of this registration statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
ViaSat hereby incorporates the following documents in this registration statement by
reference:
| |
(a) |
|
ViaSat’s Annual Report on Form 10-K for the fiscal year ended April 2, 2010
filed with the Securities and Exchange Commission (“SEC”) on June 1, 2010, as amended
by Amendment No. 1 on Form 10-K/A filed with the SEC on August 3, 2010; |
| |
| |
(b) |
|
ViaSat’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 2,
2010; |
| |
| |
(c) |
|
ViaSat’s Current Reports on Form 8-K filed with the SEC on May 26, 2010, August
4, 2010 and September 24, 2010; |
| |
| |
(d) |
|
All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year
covered by ViaSat’s Annual Report on Form 10-K referred to in clause (a) above; and |
| |
| |
(e) |
|
The description of ViaSat common stock set forth in ViaSat’s registration
statement on Form 8-A filed with the SEC on November 20, 1996, including any amendment
or report filed for the purpose of updating such description. |
In addition, all documents filed by ViaSat pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the filing of this registration statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date of filing such
documents, except as to specific sections of such statements as set forth therein. Any statement
contained 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 incorporated
or deemed to be incorporated by reference herein modifies or supersedes such statement. Any
statement contained herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in any subsequently filed document
which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
Under no circumstances shall any information furnished under Item 2.02 or 7.01 of Form 8-K be
deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
2
Item 8. Exhibits.
The Exhibit Index on page 5 is incorporated
herein by reference as the list of exhibits required as part of this registration statement.
3
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has
reasonable grounds to believe that the registrant 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 Carlsbad, State of California, on September 27, 2010.
| |
|
|
|
|
| |
ViaSat, Inc.
|
|
| |
By: |
/s/ Mark D. Dankberg
|
|
| |
|
Mark D. Dankberg |
|
| |
|
Chairman and Chief Executive Officer |
|
| |
Each person whose signature appears below hereby constitutes and appoints Mark D. Dankberg and
Keven K. Lippert, jointly and severally, his attorneys-in-fact, each with the full power of
substitution, for him in any and all capacities, to sign this registration statement, and any
amendments thereto (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 all that each of said attorneys-in-fact, or his substitute or
substitutes, may 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 on
behalf of the registrant and in the capacities and on the dates indicated.
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Mark D. Dankberg
Mark D. Dankberg
|
|
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
|
|
September 27, 2010 |
|
|
|
|
|
/s/ Ronald G. Wangerin
Ronald G. Wangerin
|
|
Vice President and
Chief
Financial Officer
(Principal Financial and
Accounting Officer)
|
|
September 27, 2010 |
|
|
|
|
|
/s/ Robert W. Johnson
Robert W. Johnson
|
|
Director
|
|
September 27, 2010 |
|
|
|
|
|
|
|
Director |
|
|
|
|
|
|
|
/s/ Jeffrey M. Nash
Jeffrey M. Nash
|
|
Director
|
|
September 27, 2010 |
|
|
|
|
|
/s/ John P. Stenbit
John P. Stenbit
|
|
Director
|
|
September 27, 2010 |
|
|
|
|
|
/s/ Michael B. Targoff
Michael B. Targoff
|
|
Director
|
|
September 27, 2010 |
|
|
|
|
|
/s/ Harvey P. White
Harvey P. White
|
|
Director
|
|
September 27, 2010 |
4
EXHIBIT INDEX
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exhibit |
|
|
|
Incorporated by Reference |
|
Filed |
| Number |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Herewith |
| |
5.1 |
|
|
Opinion of Latham & Watkins LLP
|
|
|
|
|
|
|
|
|
|
|
|
X |
| |
10.1 |
|
|
1996 Equity Participation Plan of
ViaSat, Inc. (As Amended and Restated
Effective September 22, 2010)
|
|
8-K
|
|
000-21767
|
|
|
10.1 |
|
|
9/24/2010 |
|
|
| |
10.2 |
|
|
Form of Stock Option Agreement for
the 1996 Equity Participation Plan of
ViaSat, Inc.
|
|
8-K
|
|
000-21767
|
|
|
10.2 |
|
|
10/2/2008 |
|
|
| |
10.3 |
|
|
Form of Restricted Stock Unit Award
Agreement for the 1996 Equity
Participation Plan of ViaSat, Inc.
|
|
8-K
|
|
000-21767
|
|
|
10.3 |
|
|
10/2/2008 |
|
|
| |
10.4 |
|
|
Form of Executive Restricted Stock
Unit Award Agreement for the 1996
Equity Participation Plan of ViaSat,
Inc.
|
|
8-K
|
|
000-21767
|
|
|
10.4 |
|
|
10/2/2008 |
|
|
| |
10.5 |
|
|
Form of Non-Employee Director
Restricted Stock Unit Award Agreement
for the 1996 Equity Participation
Plan of ViaSat, Inc.
|
|
8-K
|
|
000-21767
|
|
|
10.3 |
|
|
10/5/2009 |
|
|
| |
23.1 |
|
|
Consent of Independent Registered
Public Accounting Firm
|
|
|
|
|
|
|
|
|
|
|
|
X |
| |
23.2 |
|
|
Consent of Latham & Watkins LLP
(included in Exhibit 5.1 hereto)
|
|
|
|
|
|
|
|
|
|
|
|
X |
| |
24.1 |
|
|
Power of Attorney (see signature page)
|
|
|
|
|
|
|
|
|
|
|
|
X |
5