Delaware | 33-0174996 | |
(State or Other Jurisdiction | (I.R.S. Employer | |
of Incorporation or Organization) | Identification No.) |
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) | Per Share | Price | Fee | ||||||||||
Common stock, $0.0001 par value
|
5,000,000 shares | $23.20 (2) | $116,000,000.00 | $4,558.80 | ||||||||||
(1) | Pursuant to Rule 416 under the Securities Act of 1933 (the Securities Act), this registration statement shall also cover any additional shares of ViaSat common stock which become issuable under the above-named plan by reason of any stock split, stock dividend, recapitalization or any other similar transaction. | |
(2) | 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 29, 2008, because the offering price of the securities to be granted in the future is not currently determinable. |
Item 3. Incorporation of Documents by Reference | ||||||||
Item 8. Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EXHIBIT 5.1 | ||||||||
EXHIBIT 23.1 |
2
(a)
ViaSats Annual Report on Form 10-K for the fiscal year ended March 28, 2008,
as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on July 28, 2008;
(b)
ViaSats Quarterly Report on Form 10-Q for the fiscal quarter ended June 27,
2008;
(c)
ViaSats Current Reports on Form 8-K filed with the SEC on May 16, 2008 and
October 2, 2008;
(d)
All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the Exchange Act) since the end of the fiscal year covered by
ViaSats Annual Report on Form 10-K referred to in clause (a) above; and
(e)
The description of ViaSat common stock set forth in ViaSats 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.
3
ViaSat, Inc.
By:
/s/ Mark D. Dankberg
Mark D. Dankberg
Chairman and Chief Executive Officer
Signature
Title
Date
/s/ Mark D. Dankberg
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
October 2, 2008
/s/ Ronald G. Wangerin
Vice President, Chief
Financial Officer
(Principal Financial and
Accounting Officer)
October 2, 2008
/s/ Robert W. Johnson
Director
October 2, 2008
/s/ B. Allen Lay
Director
October 2, 2008
/s/ Jeffrey M. Nash
Director
October 2, 2008
/s/ John P. Stenbit
Director
October 2, 2008
/s/ Michael B. Targoff
Director
October 2, 2008
/s/ Harvey P. White
Director
October 2, 2008
Table of Contents
4
Exhibit
Incorporated by Reference
Filed
Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Herewith
Opinion of Latham & Watkins LLP
X
1996 Equity Participation Plan of
ViaSat, Inc. (As Amended and Restated
Effective October 2, 2008)
8-K
000-21767
10.1
10/02/2008
Form of Stock Option Agreement for
the 1996 Equity Participation Plan of
ViaSat, Inc.
8-K
000-21767
10.2
10/02/2008
Form of Restricted Stock Unit Award
Agreement for the 1996 Equity
Participation Plan of ViaSat, Inc.
8-K
000-21767
10.3
10/02/2008
Form of Executive Restricted Stock
Unit Award Agreement for the 1996
Equity Participation Plan of ViaSat,
Inc.
8-K
000-21767
10.4
10/02/2008
Consent of PricewaterhouseCoopers LLP
X
Consent of Latham & Watkins LLP
(included in Exhibit 5.1 hereto)
X
Power of Attorney (see signature page)
X
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Re: | Registration Statement on Form S-8; 5,000,000 Shares of Common Stock, par value $0.0001 per share |
Very truly yours,
|
||||
/s/ Latham & Watkins LLP | ||||