Peraso Inc. — Regulatory Filings 2016

May 11, 2016

S-8 1 a16-10955_1s8.htm S-8

*As filed with the Securities and Exchange Commission on May 11, 2016*

*Registration No. 333-*

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*WASHINGTON, DC 20549*

*FORM S-8*

*REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933*

*MoSys, Inc.*

(Exact name of registrant as specified in its charter)

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

*3301 Olcott Street*

*Santa Clara, California 95054*

*(408) 418-7500*

(Address of principal executive offices)

*MoSys, Inc. 2010 Equity Incentive Plan*

(Full title of the plan)

*James Sullivan, Chief Financial Officer and Vice President*

*MoSys, Inc.*

*3301 Olcott Street*

*Santa Clara, California 95054*

*(408) 418-7500*

(Name and address 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.

Large accelerated filer o
(Do not check if a smaller reporting company)

*CALCULATION OF REGISTRATION FEE*

Title Of Securities To Be Registered	Amount To Be Registered	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 pursuant to other awards of common stock granted under the:
MoSys, Inc. Amended and Restated 2010 Equity Incentive Plan (1)	500,000	$ 0.48	(2)	$ 240,000	$ 24.17

(1)	Represents additional shares reserved for issuance upon exercise of stock options and pursuant to other awards of common stock granted under the Registrant’s Amended and Restated 2010 Equity Incentive Plan. Shares issuable pursuant to the Registrant’s Amended and Restated 2010 Equity Incentive Plan were originally registered on the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 28, 2010 (Commission File No. 333-168358), and additional shares were registered on the Registration Statements on Form S-8 filed on March 15, 2011 (Commission File No. 333- 172828), March 15, 2012 (Commission File No. 333-180119), March 12, 2013 (Commission File No. 333-187187), March 14, 2014 (Commission File No. 333-194563), August 8, 2014 (Commission File No. 333-197989) and March 13, 2015 (Commission File No. 333-202735). Each of the foregoing Registration Statements is incorporated herein by reference.
(2)	Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933, as amended (the “Securities Act”).
(3)	Maximum fee is calculated pursuant to Section 6(b) of the Securities Act.

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*INFORMATION REQUIRED PURSUANT*

*TO GENERAL INSTRUCTION E TO FORM S-8*

*Explanatory Note*

This Registration Statement is being filed by MoSys, Inc. (the “Registrant”) relating to 500,000 shares of its common stock, $0.01 par value per share (the “Common Stock”) issuable to eligible individuals under the Registrant’s Amended and Restated 2010 Equity Incentive Plan (the “Plan”), and such shares are in addition to shares originally registered on the Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on July 28, 2010 (Commission File No. 333-168358), and on March 15, 2011 (Commission File No. 333- 172828), March 15, 2012 (Commission File No. 333-180119), March 12, 2013 (Commission File No. 333-187187), March 14, 2014 (Commission File No. 333-194563), August 8, 2014 (Commission File No. 333-197989) and March 13, 2015 (Commission File No. 333-202735) in accordance with General Instruction E to Form S-8. Each of the foregoing Registration Statements is incorporated herein by reference (collectively the “Prior Registration Statements”).

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with Instruction E to Form S-8 regarding the registration of additional securities. Accordingly, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

*Item 3. Incorporation of Documents By Reference*

The following additional documents filed with the SEC 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, 2015, filed with the SEC on March 15, 2016, and the amendment to Annual Report on Form 10-K/A filed with the SEC on April 29, 2016;

2. The Quarterly Report on Form 10-Q for the Registrant’s first quarter ended March 31, 2016 filed with the SEC on May 10, 2016;

3. 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 December 31, 2015; and

4. The description of the capital stock of the Registrant contained in the Registration Statement on Form 8-A (File No. 000-32929), filed on June 26, 2001, as amended by Amendment No. 2 on Form 8-A/A, filed on November 12, 2010, Amendment No. 3 on Form 8-A/A, filed on July 27, 2011, and Amendment No. 4 on Form 8-A/A, filed on May 24, 2012, and in the Registration Statement on Form S-3 (File No. 333-197991), filed on August 8, 2014 and declared effective on September 9, 2014, under the heading “Description of Capital Stock.”

In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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.

*Item 8. Exhibits.*

See Exhibit Index which is incorporated herein by reference.

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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 Santa Clara, state of California on May 11, 2016.

MOSYS, INC.
By:	/s/ James W. Sullivan
	James W. Sullivan
	Vice President of Finance and Chief Financial Officer

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*POWER OF ATTORNEY*

Each person whose individual signature appears below hereby authorizes and appoints James W. Sullivan 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 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 and on the dates indicated.

Signature	Title	Date
/s/ Leonard Perham	Chief Executive Officer, President and Director	May 11, 2016
Leonard Perham	(principal executive officer)
/s/ James W. Sullivan	Vice President and Chief Financial Officer (principal	May 11, 2016
James W. Sullivan	financial and accounting officer)
	Director	May 11, 2016
Stephen L. Domenik
/s/ Tommy Eng	Director	May 11, 2016
Tommy Eng
/s/ Chi-Ping Hsu	Director	May 11, 2016
Chi-Ping Hsu
/s/ Victor K. Lee	Director	May 11, 2016
Victor K. Lee

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*Exhibit Index*

Exhibit Number	Exhibit Description
4.1 (1)	Specimen Common Stock Certificate
4.4 (2)	Rights Agreement, dated November 10, 2010, by and between the Registrant and Wells Fargo Bank, N.A., as Rights Agent
4.4.1 (2)	Form of Right Certificate
4.4.2 (2)	Summary of Rights to Purchase Preferred Shares
4.4.3 (3)	Amendment No. 1 to Rights Agreement, dated July 22, 2011, by and between the Registrant and Wells Fargo Bank, N.A., as Rights Agent
4.4.4 (4)	Amendment No. 2 to Rights Agreement, dated May 18, 2012, by and between the Registrant and Wells Fargo Bank, N.A., as Rights Agent
4.8 (5)	MoSys, Inc. 2010 Amended and Restated Equity Incentive Plan
4.10 (6)	Form of Agreement for Stock Option Grant pursuant to the MoSys, Inc. Amended and Restated 2010 Equity Incentive Plan
4.13 (7)	Form of Notice of Grant of Restricted Stock Unit Award and Agreement under the MoSys, Inc. Amended and Restated 2010 Equity Incentive Plan
5.1	Opinion of Pillsbury Winthrop Shaw Pittman LLP
23.1	Consent of Burr Pilger Mayer, Inc., Independent Registered Public Accounting Firm
23.2	Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on the signature page hereto)

(1) Incorporated by reference to the same-numbered exhibit to the Registrant’s Registration Statement on Form S-1, as amended, originally filed August 4, 2000, declared effective June 27, 2001 (Commission File No. 333-43122).

(2) Incorporated by reference to the same-numbered exhibit to the Registrant’s Current Report on Form 8-K, filed November 12, 2010 (Commission File No. 000-32929).

(3) Incorporated by reference to Exhibit 4.2.3 to the Current Report on Form 8-K, filed on July 27, 2011 (Commission File No. 000-32929).

(4) Incorporated by reference to Exhibit 4.2.4 to the Current Report on Form 8-K, filed on May 24, 2012 (Commission File No. 000-32929).

(5) Incorporated by reference to the same-numbered exhibit to the Registrant’s Registration Statement on Form S-8, filed August 8, 2014 (Commission File No. 333-197989).

(6) Incorporated by reference to the same-numbered exhibit to the Registrant’s Registration Statement on Form S-8, filed July 28, 2010 (Commission File No. 333-168358).

(7) Incorporated by reference to Exhibit 10.23 to the Registrant’s Form 10-Q filed August 8, 2013 (Commission File No. 000-32929).

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