Peraso Inc. — Regulatory Filings 2005

Mar 16, 2005

S-8 1 a05-4944_1s8.htm S-8

As filed with the Securities and Exchange Commission on March , 2005

*Registration No. 333-*

*UNITED STATES SECURITIES AND EXCHANGE COMMISSION*

*WASHINGTON, DC 20549*

*FORM S-8*

*REGISTRATION STATEMENT UNDER THE*

*SECURITIES ACT OF 1933*

*Monolithic System Technology, Inc.*

(Exact name of registrant as specified in its charter)

Delaware	77-0291941
(State or other
jurisdiction of	(IRS employer
identification no.)
incorporation or
organization)

*1020 Stewart Drive*

*Sunnyvale, CA 94085*

*(408) 731-1800*

(Address of principal executive offices)

*Amended and Restated 2000 Stock Option and Equity Incentive Plan*

*2000 Employee Stock Purchase Plan*

(Full title of the plan)

*Mark Voll*

*Vice President of Finance and Administration and Chief Financial Officer*

*Monolithic System Technology, Inc.*

*1020 Stewart Drive*

*Sunnyvale, CA 94085*

*(408) 731-1800*

(Name and address of agent for service)

*CALCULATION OF REGISTRATION FEE*

| Title Of Securities To Be
Registered | Amount To Be Registered (1) | Proposed Maximum Offering Price Per Share | | Proposed Maximum Aggregate Offering Price | Amount Of Registration Fee (3) |
| --- | --- | --- | --- | --- | --- |
| Common Stock, par value $0.01 per share | | | | | |
| To be issued upon exercise of options and
other awards of common stock granted under the | | | | | |
| Amended and Restated 2000 Stock Option and
Equity Incentive Plan | 500,000 | $ 5.58 | (2) | $ 2,790,000.00 | $ 328.38 |
| To be issued under the | | | | | |
| 2000 Employee Stock Purchase Plan | 100,000 | $ 5.58 | (2) | $ 558,000.00 | $ 65.68 |
| TOTAL: | | | | $ 3,348,000.00 | $ 394.06 |

(1) Represents additional shares reserved for issuance upon exercise of stock options and other awards of common stock granted under the Registrant’s Amended and Restated 2000 Stock Option and Equity Incentive Plan and reserved for issuance under the 2000 Employee Stock Purchase Plan. Shares issuable upon exercise of stock options and other awards of common stock granted under the Registrant’s Amended and Restated 2000 Stock Option and Equity Incentive Plan and issuable under the Registrant’s 2000 Employee Stock Purchase Plan were originally registered on the Registration Statement on Form S-8 (Registration No. 333-64302) filed with the Securities and Exchange Commission on June 29, 2001, which Registration Statement is incorporated by reference. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement also covers an indeterminate number of additional shares of common stock that may be offered or issued by reason of stock splits, stock dividends or similar transactions.

(2) Estimated solely for purposes of calculating the amount of the registration fee. The estimate is made pursuant to Rule 457(c) of the Securities Act.

(3) Calculated pursuant to Section 6(b) of the Securities Act.

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*INCORPORATION OF DOCUMENTS BY REFERENCE*

The Registrant incorporates by reference into this Registration Statement the Registrant’s Registration Statement (Registration No. 333-64302) on Form S-8 filed with the Securities and Exchange Commission on June 29, 2001.

The following documents filed with the Securities and Exchange Commission by the Registrant are incorporated by reference in this registration statement:

1. The Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2005;

In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this registration statement and 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, are deemed to be incorporated by reference into this registration statement and to be a part hereof from the respective dates of filing of such documents. Any statement contained in this registration statement or in a document incorporated by reference shall be deemed modified or superseded to the extent that a statement contained in any subsequently filed document which also is or is deemed to be incorporated by reference herein or therein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof, except as so modified or superseded.

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*SIGNATURES*

Pursuant to the requirements of the Securities Act of 1933, 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 Sunnyvale, state of California on March 16, 2005.

| MONOLITHIC
SYSTEM TECHNOLOGY, INC. | |
| --- | --- |
| By: | /s/
Mark Voll |
| | Mark
Voll |
| | Interim
Chief Executive Officer |

Each person whose individual signature appears below hereby authorizes and appoints Mark Voll with full power of substitution and resubstitution and full power to act, as his true and lawful attorney-in-fact and agent to act in his name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all registration statements relating to the same offering that are to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, and any and all amendments to this Registration Statement, including any and all post-effective amendments and amendments thereto, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorney-in-fact and agent 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 below by the following persons in the capacities indicated, effective March 16, 2005.

Signature	Title	Date
/s/
Mark Voll	Interim
Chief Executive Officer (Principal Executive Officer) and Vice President of Finance
and Administration, Chief Financial Officer and Secretary	March
16, 2005
Mark
Voll	(Principal
Financial Officer)
/s/Wingyu
Leung	Director	March
16, 2005
Wingyu
Leung
/s/
Carl E. Berg	Director	March
16, 2005
Carl
E. Berg
/s/
Tommy Eng	Director	March
16, 2005
Tommy
Eng
/s/
Chi-Ping Hsu	Director	March
16, 2005
Chi-Ping
Hsu
/s/
James D. Kupec	Director	March
16, 2005
James
D. Kupec
/s/
Chenming Hu	Director	March
16, 2005
Chenming
Hu

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*Exhibit Index*

Exhibit Number	Exhibit Description
4.1*	Specimen
Common Stock Certificate
4.2*	Third
Amended and Restated Investor Rights Agreement dated September 27, 1997
4.3*	Rights
Agreement
5.1	Opinion
of Bingham McCutchen LLP
10.4*	Form
of Restricted Stock Purchase Agreement
10.5*	2000
Stock Option Plan and form of Option Agreement thereunder
10.5.1***	Amended
and Restated 2000 Stock Option and Equity Incentive Plan
10.6**	2000
Employee Stock Purchase Plan and form of Subscription Agreement thereunder,
as amended
23.1	Consent
of Independent Registered Public Accounting Firm
23.2	Consent
of Bingham McCutchen LLP (included in Exhibit 5.1)
24.1	Power
of Attorney (included on the signature page hereto)

• Incorporated by reference to the Company’s Registration Statement on Form S-1 (Registration No. 333-43122), as amended, filed with the Securities and Exchange Commission.

** Incorporated by reference to the Company’s Registration Statement on Form S-8 (Registration No. 333-64302) filed with the Securities and Exchange Commission.

*** Incorporated by reference to Appendix B to the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 7, 2004 (Commission File No. 000-32929).

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