ENTR ERShares Entrepreneurs ETF

As filed with the Securities and Exchange Commission on February 23, 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

 

 

Entropic Communications, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		33-0947630
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6350 Sequence Drive

San Diego, California 92121

(Address of Principal Executive Offices)

2007 Equity Incentive Plan

2007 Employee Stock Purchase Plan

2007 Non-Employee Directors’ Stock Option Plan

(Full titles of the plans)

Theodore Tewksbury, Ph.D.

President and Chief Executive Officer

Entropic Communications, Inc.

6350 Sequence Drive

San Diego, California 92121

(858) 768-3600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Lance W. Bridges, Esq. Senior Vice President and General Counsel Entropic Communications, Inc. 6350 Sequence Drive San Diego, California 92121 (858) 768-3600		Jason L. Kent, Esq. Nathan J. Nouskajian, Esq. Cooley LLP 4401 Eastgate Mall San Diego, California 92121 (858) 550-6000

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    ¨		Accelerated filer  x
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)		Smaller reporting company  ¨

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CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered (1)		Proposed Maximum     Offering Price Per Share (2)		Proposed Maximum     Aggregate Offering Price (2)		Amount of         Registration Fee
2007 Equity Incentive Plan Common Stock (par value $0.001)		4,545,216 shares (3)		$2.995		$13,612,921.92		$1,581.83
2007 Employee Stock Purchase Plan Common Stock (par value $0.001)		1,363,564 shares (4)		$2.995		$4,083,874.18		$474.55
2007 Non-Employee Directors’ Stock Option Plan Common Stock (par value $0.001)		60,000 shares (5)		$2.995		$179,700		$20.89
Total		5,968,780 shares		N/A		$17,876,496.10		$2,077.27

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock (the “Common Stock”) that become issuable under the plans by reason of any stock dividend, stock split, recapitalization or other similar transaction.

 

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act. The price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock on February 19, 2015, as reported on The Nasdaq Global Select Market.

 

(3)

Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2007 Equity Incentive Plan (the “EIP”) on January 1, 2015 pursuant to an “evergreen” provision contained in the EIP. Pursuant to such provision, on January 1st of each year commencing in 2008 and ending on (and including) January 1, 2017, the number of shares authorized for issuance under the EIP is automatically increased by a number equal to the lesser of (i) 5% of the aggregate number of shares of Common Stock outstanding on December 31st of the preceding calendar year, (ii) 7,692,307 shares of Common Stock or (iii) a lesser number of shares of Common Stock that may be determined by the Registrant’s board of directors or a duly authorized committee of the board of directors.

 

(4)

Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2007 Employee Stock Purchase Plan (the “ESPP”) on January 1, 2015 pursuant to an “evergreen” provision contained in the ESPP. Pursuant to such provision, on January 1st of each year commencing in 2008 and ending on (and including) January 1, 2017, the number of shares authorized for issuance under the ESPP is automatically increased by a number equal to the lesser of (i) 1.5% of the aggregate number of shares of Common Stock outstanding on December 31st of the preceding calendar year, (ii) 2,307,692 shares of Common Stock, or (iii) a lesser number of shares that may be determined by the Registrant’s board of directors or a duly authorized committee of the board of directors.

 

(5)

Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2007 Non-Employee Directors’ Stock Option Plan (the “NEDSOP”) on January 1, 2015 pursuant to an “evergreen” provision contained in the NEDSOP. Pursuant to such provision, on January 1st of each year commencing in 2008 and ending on (and including) January 1, 2017, the number of shares authorized for issuance under the NEDSOP is automatically increased by a number equal to the excess of (a) the number of shares of Common Stock subject to options granted under the NEDSOP during the preceding calendar year, over (b) the number of shares, if any, added back to the share reserve of the NEDSOP during the preceding calendar year, or a lesser number of shares of Common Stock that may be determined each year by the Registrant’s board of directors or a duly authorized committee of the board of directors.

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INCORPORATION BY REFERENCE OF CONTENTS OF

REGISTRATION STATEMENTS ON FORM S-8

    This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements of the Registrant on Form S-8 relating to the same benefit plans are effective. The Registrant previously registered shares of its Common Stock for issuance under the EIP, the ESPP and the NEDSOP, as the case may be, under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on December 7, 2007 (File No. 333-147916), February 6, 2008 (File No. 333-149077), February 23, 2009 (File No. 333-157460), February 4, 2010 (File No. 333-164700), February 4, 2011 (File No. 333-172058), February 3, 2012 (File No. 333-179340), March 1, 2013 (File No. 333-187002) and February 24, 2014 (File No. 333-194086). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Diego, State of California, on February 23, 2015.

 

POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Theodore Tewksbury and David Lyle, and each 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 either 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 of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature				Title				Date
/s/ Theodore Tewksbury				President, Chief Executive Officer and				February 23, 2015
Theodore Tewksbury				Director (Principal Executive Officer)
/s/ David Lyle				Chief Financial Officer				February 23, 2015
David Lyle				(Principal Financial Officer)
/s/ Shannon Catalano				Vice President, Accounting and Chief				February 23, 2015
Shannon Catalano				Accounting Officer (Principal Accounting Officer)
/s/ Umesh Padval				Chairman of the Board of Directors				February 23, 2015
Umesh Padval

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Signature				Title				Date
/s/ Robert Bailey				Director				February 23, 2015
Robert Bailey
/s/ Keith Bechard				Director				February 23, 2015
Keith Bechard
/s/ William Bock				Director				February 23, 2015
William Bock
/s/ Kenneth Merchant				Director				February 23, 2015
Kenneth Merchant

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EXHIBIT INDEX

 

Exhibit Number
	3.1	(1)		Registrant’s Amended and Restated Certificate of Incorporation.
	3.2	(2)		Registrant’s Amended and Restated Bylaws.
	4.1			Reference is made to Exhibits 3.1 and 3.2.
	4.2	(3)		Form of Common Stock Certificate of the Registrant.
	5.1			Opinion of Cooley LLP.*
	23.1			Consent of Independent Registered Public Accounting Firm.*
	23.2			Consent of Cooley LLP. Reference is made to Exhibit 5.1.
	24.1			Power of Attorney. Reference is made to the signature page hereto.
	99.1	(4)		2007 Equity Incentive Plan and Form of Stock Option Agreement, Form of Stock Option Grant Notice and Notice of Exercise thereunder.
	99.2	(4)		2007 Employee Stock Purchase Plan and Form of Offering Document thereunder.
	99.3	(5)		2007 Non-Employee Directors’ Stock Option Plan and Form of Stock Option Agreement and Form of Stock Option Grant Notices thereunder.

 

*	Filed herewith.

 

 

 

(1)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 13, 2007, and incorporated herein by reference.

 

(2)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 1, 2013, and incorporated herein by reference.

 

(3)	Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (File No. 333-144899), as amended, filed with the SEC, and incorporated herein by reference.

 

(4)	Filed as an exhibit to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 3, 2008, and incorporated herein by reference.

 

(5)	Filed as an exhibit to the Registrant’s Annual Report on Form 10-K, filed with the SEC on February 3, 2011, and incorporated herein by reference.

Exhibit 5.1

Jason L. Kent

T: +1 858 550 6044

jkent@cooley.com

February 23, 2015

Entropic Communications, Inc.

6350 Sequence Drive

San Diego, CA 92121

Ladies and Gentlemen:

You have requested our opinion, as counsel to ENTROPIC COMMUNICATIONS, INC., a Delaware corporation (the “Company”), with respect to certain matters in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission, covering the offering of an aggregate of up to 5,968,780 shares of the Company’s Common Stock, $0.001 par value (the “Shares”), including 4,545,216 shares issuable pursuant to the Company’s 2007 Equity Incentive Plan (the “Incentive Plan”), 1,363,564 shares issuable pursuant to the Company’s 2007 Employee Stock Purchase Plan (the “Stock Plan”), and 60,000 shares issuable pursuant to the Company’s 2007 Non-Employee Directors’ Stock Option Plan (the “Directors’ Plan”).

In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectuses, the Incentive Plan, the Stock Plan and the Directors’ Plan, the Company’s Amended and Restated Certificate of Incorporation and Bylaws, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. 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. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in accordance with the Incentive Plan, the Stock Plan or the Directors’ Plan, as applicable, the Registration Statement and related prospectus, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements under the Incentive Plan or the Directors’ Plan, 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/ Jason L. Kent

          Jason L. Kent

4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to Entropic Communications, Inc.’s 2007 Equity Incentive Plan, 2007 Employee Stock Purchase Plan and 2007 Non-Employee Directors’ Stock Option Plan of our reports dated February 23, 2015, with respect to the consolidated financial statements and schedule of Entropic Communications, Inc., and the effectiveness of internal control over financial reporting of Entropic Communications, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Diego, California

February 23, 2015