FORM S-8

As filed with the Securities and Exchange Commission on July 26, 2007

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

MICROTUNE, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   75-2883117

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

2201 10th Street

Plano, Texas

   75074
(Address of Principal Executive Offices)   (Zip Code)

MICROTUNE, INC. 2000 DIRECTOR OPTION PLAN (AS AMENDED AND RESTATED)

MICROTUNE, INC. AMENDED AND RESTATED 2000 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plans)

 

James A. Fontaine

Chief Executive Officer

Microtune, Inc.

2201 10th Street

Plano, Texas 75074

(Name and address of agent for service)

(972) 673-1600

(Telephone number, including area code, of agent for service)

 

Copies to:

 

Phillip D. Peterson

General Counsel

Microtune, Inc.

2201 10th Street

Plano, Texas 75074

  

Craig N. Adams

Baker Botts L.L.P

2001 Ross Avenue

Suite 600

Dallas, Texas 75201

 

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

Common Stock, $0.001 per share par value: To be issued under the Microtune, Inc. 2000 Director Option Plan (as amended and restated)

    100,000    $ 5.11    $ 511,000    $ 15.69

Common Stock, $0.001 per share par value: To be issued under the Microtune, Inc. Amended and Restated 2000 Employee Stock Purchase Plan

    350,000    $ 5.11    $ 1,788,500    $ 54.90
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes any additional shares of the Registrant’s Common Stock that may become issuable under the Microtune, Inc. 2000 Director Option Plan (as amended and restated) and Microtune, Inc. Amended and Restated 2000 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction with respect to these shares.

 

(2) Estimated solely for the purpose of the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act, based upon the average of the high and low prices of the Common Stock as reported on The NASDAQ Global Market on July 24, 2007.

 

EXPLANATORY NOTE

This Registration Statement is being filed, in accordance with General Instruction E. to Form S-8, solely to register the issuance of up to 450,000 additional shares of Common Stock of Microtune, Inc. authorized pursuant to the amendment and restatement of the Microtune, Inc. 2000 Director Option Plan (as amended and restated) (the “Director Plan”) and the Microtune, Inc. Amended and Restated 2000 Employee Stock Purchase Plan (the “ESPP”). We previously filed Registration Statements No. 333-47646 and 333-120091 relating to the Director Plan and the ESPP and Registration Statement No. 333-130571 relating to the Director Plan with the Securities and Exchange Commission (the “SEC”) on October 10, 2000, October 29, 2004 and December 21, 2005, respectively (the “Prior Registration Statements”). Except as supplemented by the information set forth below, the contents of the Prior Registration Statements are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

The contents of the Prior Registration Statements, including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement.

All documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents.

 

Item 8. Exhibits.

 

Exhibit

Number

  

Exhibit

  4.1*   Microtune, Inc. 2000 Director Option Plan (as amended and restated) and form of agreements thereunder.
  4.2*   Microtune, Inc. Amended and Restated 2000 Employee Stock Purchase Plan and form of agreements thereunder.
  5.1   Opinion of Baker Botts L.L.P. as to legality of securities being registered.
23.1   Consent of Counsel (contained in Exhibit 5.1).
23.2   Consent of Independent Registered Public Accounting Firm.
24.1   Powers of Attorney (included in signature page of this Registration Statement).
* Incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 2, 2007.

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 Plano, State of Texas as of July 24, 2007.

 

MICROTUNE, INC.
By:  

/s/ James A. Fontaine

  James A. Fontaine
  Chief Executive Officer and President

POWER OF ATTORNEY

Each person whose signature appears below authorizes each of Phillip D. Peterson and Jeffrey A. Kupp to execute in the name of such person who is then an officer or director of the Registrant, and to file any and all amendments to this Registration Statement necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the offering and sale of the securities that are the subject of this Registration Statement, which amendments may make such changes to such Registration Statement as such attorney may deem appropriate.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated as of the respective dates set forth below.

 

Signature

   

Capacity

   

Date

/s/ James A. Fontaine

    President, Chief Executive Officer, and    July 24, 2007
James A. Fontaine    Director (Principal Executive Officer)   

/s/ Jeffrey A. Kupp

    Chief Financial Officer    July 24, 2007
Jeffrey A. Kupp    (Principal Financial and Accounting Officer)   

/s/ Walter S. Ciciora

    Director    July 24, 2007
Walter S. Ciciora      

/s/ James H. Clardy

    Director    July 24, 2007
James H. Clardy      

/s/ Steven Craddock

    Director    July 24, 2007
Steven Craddock      

/s/ Anthony J. LeVecchio

    Director    July 24, 2007
Anthony J. LeVecchio      

Signature

   

Capacity

   

Date

/s/ Bernard T. Marren

    Director    July 24, 2007
Bernard T. Marren      

/s/ Michael T. Schueppert

    Director    July 24, 2007
Michael T. Schueppert      

/s/ William P. Tai

    Director    July 24, 2007
William P. Tai      

/s/ A. Travis White

    Director    July 24, 2007
A. Travis White      

INDEX TO EXHIBITS

 

Exhibit
Number		   

Exhibit

   4.1*    Microtune, Inc. 2000 Director Option Plan (as amended and restated) and form of agreements thereunder.
   4.2*    Microtune, Inc. Amended and Restated 2000 Employee Stock Purchase Plan and form of agreements thereunder.
  5.1    Opinion of Baker Botts L.L.P. as to legality of securities being registered.
23.1    Consent of Counsel (contained in Exhibit 5.1).
23.2    Consent of Independent Registered Public Accounting.
24.1    Powers of Attorney (included in signature page of this Registration Statement).
* Incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 2, 2007.