As filed with the Securities and Exchange Commission on September 16, 2011
Registration No. 333-             
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
__________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________

HIMAX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
__________________
Cayman Islands
 
Not Applicable
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
No. 26, Zih Lian Road
Sinshih District, Tainan City 74148
Taiwan, Republic of China
 
(Address of principal executive offices, including zip code)
__________________

Himax Technologies, Inc. 2011 Long-Term Incentive Plan
(Full title of the plan)
__________________
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, address and telephone number, including area code, of agent for service)
__________________

Copy to:
James C. Lin, Esq.
Davis Polk & Wardwell LLP
c/o 18th Floor, The Hong Kong Club Building
3A Chater Road
Hong Kong
(852) 2533-3300
__________________
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. (Check one):
 
Large accelerated filer     o Accelerated filer                x
Non-accelerated filer       o (Do not check if a smaller reporting company) Smaller reporting company   o
__________________

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 (2)
Ordinary shares, par value $0.3 per ordinary share
20,000,000
$0.62
$12,400,000
$1,439.64
 
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued pursuant to the anti-dilution adjustment provisions of the Himax Technologies, Inc. 2011 Long-Term Incentive Plan.
 
(2)
Pursuant to Rule 457(h) under the Securities Act, the proposed maximum offering price, per share and in the aggregate, and the registration fee for ordinary shares available for awards under the Himax Technologies, Inc. 2011 Long-Term Incentive Plan were determined upon the basis of one half of the average of the high price of $1.26 and the low price of $1.22 of the registrant’s American depositary shares, each of which represents two ordinary shares, reported on the Nasdaq Global Select Market on September 13, 2011, in accordance with Rule 457(c) under the Securities Act.
 

 
 
 
 
PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
The information specified in Item 1 and Item 2 of Part I of the registration statement on Form S-8 (the “Registration Statement”) is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Registration Statement. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this Registration Statement as required by Rule 428(b)(1). These documents, which include the statement of availability required by Item 2 of this Registration Statement, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
 
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
 
The following documents filed with the Securities and Exchange Commission (the “Commission”) by Himax Technologies, Inc. (the “Registrant”) are incorporated herein by reference.
 
(1)      The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2010 filed on May 20, 2011;
 
(2)      The Registrant’s reports of foreign private issuer on Form 6-K filed on January 12, January 18, January 25, February 10, February 11, April 21, May 9, June 3, June 13, June 20, July 18 (two filings), August 10 and August 12, 2011; and
 
(3)      The description of the Registrant’s ordinary shares contained in the Registrant’s registration statement on Form 8-A filed on March 20, 2006, as modified by any amendment or report filed for the purpose of updating such description.
 
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
 
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
 
ITEM 4.  DESCRIPTION OF SECURITIES
 
Not applicable.
 
ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL
 
Not applicable.
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands
 
 
 
 
 
courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences or committing a crime. Our Third Amended and Restated Articles of Association provide for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such provided that this indemnity does not extend to any matter in respect of any fraud or dishonesty which may attach to any of the said persons.
 
The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.
 
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
 
Not applicable.
 
ITEM 8.  EXHIBITS
 
See the attached Exhibit Index.
 
ITEM 9.  REQUIRED UNDERTAKINGS
 
(a)  The undersigned Registrant hereby undertakes:
 
 
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
 
 
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
 
 
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and
 
 
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
 
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
 
 
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
 
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(b)   The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
 
2
 
 
(c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
 
3
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Act, 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 Taipei, Taiwan, Republic of China, on September 16, 2011.
 
 
HIMAX TECHNOLOGIES, INC.
 
     
     
 
By:
/s/ Jordan Wu
 
    Name: 
Jordan Wu
 
    Title:
President and Chief Executive Officer
 

 
POWER OF ATTORNEY
 
Each person whose signature appears below constitutes and appoints Jordan Wu and Dr. Biing-Seng Wu, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary or advisable in order to enable Himax Technologies, Inc. to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the filing with the Commission of this Registration Statement on Form S-8 under the Securities Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
 
Title
Date
       
/s/ Jordan Wu
 
President, Chief Executive Officer and Director
September 16, 2011
Jordan Wu
 
(Principal Executive Officer)
 
       
/s/ Jessica Pan
 
Acting Chief Financial Officer
September 16, 2011
Jessica Pan
 
(Principal Financial and Accounting Officer)
 
       
/s/ Dr. Biing-Seng Wu
 
Chairman of the Board
September 16, 2011
Dr. Biing-Seng Wu
     
       
/s/ Tien-Jen Lin
 
Director
September 16, 2011
Tien-Jen Lin
     
       
/s/ Chih-Chung Tsai
 
Director
September 16, 2011
Chih-Chung Tsai
     
       
/s/ Dr. Chun-Yen Chang
 
Director
September 16, 2011
Dr. Chun-Yen Chang
     
       
/s/ Dr. Yan-Kuin Su
 
Director
September 16, 2011
Dr. Yan-Kuin Su
     
       
/s/ Yuan-Chuan Horng
 
Director
September 16, 2011
Yuan-Chuan Horng
     

 
 
 

 
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
 
Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this Registration Statement in Newark, Delaware, on September 16, 2011.
 
 
PUGLISI & ASSOCIATES
 
     
     
 
By:
/s/ Donald Puglisi
 
    Name:
Donald Puglisi
 
    Title:
Managing Director
 
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit Number
 
Description of Exhibit
     
4.1
 
Third Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 1.1 to the Registrant’s annual report on Form 20-F filed on June 3, 2010).
     
5.1
 
Opinion of Conyers Dill & Pearman, Cayman Islands counsel to the Registrant, regarding the legality of the securities being registered.
     
23.1
 
Consent of KPMG, independent registered public accounting firm.
     
23.2
 
Consent of Conyers Dill & Pearman (included in Exhibit 5.1).
     
24.1
 
Power of Attorney (included on signature page hereof).
     
99.1
 
Himax Technologies, Inc. 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 99.3 to the Registrant’s report of foreign private issuer on Form 6-K filed on July 18, 2011).


 
 
 
Exhibit 5.1



[CONYERS DILL & PEARMAN LETTERHEAD]



16 September 2011
Matter No.:876259
Doc Ref: LSCW/kc/374897
 
(852) 2842 9588
Lilian.Woo@conyersdill.com
Himax Technologies, Inc.
No. 26 Zih Lian Road
Sinshih District, Tainan City 74148
Taiwan
Republic of China


Dear Sirs,

Re:   Himax Technologies, Inc. (the "Company")

We have acted as special legal counsel in the Cayman Islands to the Company in connection with a registration statement on Form S-8 filed with the Securities and Exchange Commission (the " Commission ") on 16 September 2011 (the " Registration Statement ", which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended (the " Securities Act "), of 20,000,000 ordinary shares, par value US$0.3 per share (the " Ordinary Shares "), issuable pursuant to the Himax Technologies, Inc. 2011 Long-Term Incentive Plan (the " Plan ", which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plan.  We have also reviewed the memorandum of association and the articles of association of the Company (the " Articles" ), copies of minutes of the annual general meeting of the members of the Company held on 7 September 2011, and written resolutions of the board of directors of the Company dated 3 June 2011 (together, the " Resolutions ") and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) of all documents examined by us and the authenticity and completeness of the originals from which such copies were taken, (b)
 
 
 
 
 
the accuracy and completeness of all factual representations made in the Registration Statement, the Plan and other documents reviewed by us, (c) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (d) that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein, and (e) that, upon the issue of any Ordinary Shares, the Company will, in accordance with the Articles, capitalise such sum standing to the credit of funds legally available of the Company to pay for the Ordinary Shares which shall be equal to at least the par value thereof and the Company will have sufficient funds legally available to complete the capitalisation.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands.  This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands.  This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Ordinary Shares by the Company pursuant to the Plan and is not to be relied upon in respect of any other matter.

On the basis of, and subject to, the foregoing, we are of the opinion that:

1.
The Company is duly incorporated and existing under the laws of the Cayman Islands in good standing (meaning solely that it has not failed to make any filing with any Cayman Islands government authority or to pay any Cayman Islands government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of the Cayman Islands).

2.
When issued and paid for in accordance with the terms of the Plan and the Articles, the Ordinary Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

We consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman
Conyers Dill & Pearman
 
 
 
 
Page 2 of 2

 
Exhibit 23.1
 
 
[KPMG LETTERHEAD]
 
 
Consent of Independent Registered Public Accounting Firm
 

The Board of Directors
Himax Technologies, Inc.:

 
We consent to the incorporation by reference in this Registra tio n Statement on Form S-8 pertaining to the Himax Technologies, Inc. (the “Company”) 2011 Long-Term Incentive Plan of our reports dated May 11, 2011, with respect to the consolidated balance sheets of Himax Technologies, Inc. and subsidiaries as of December 31, 2009 and 2010, and the related consolidated statements of income, comprehensive income, equity and cash flows for each of the years in the three-year period ended December 31, 2010, and the effectiveness of internal control over financial reporting as of December 31, 2010, which reports appear in the December 31, 2010 annual report on Form 20-F of Himax Technologies, Inc., filed on May 20, 2011.

Our report dated May 11, 2011, contains an explanatory paragraph that states that the Company adopted the measurement date provisions of Accounting Standards Codification Subtopic 715-20, “ Compensation-Retirement Benefits-Defined Benefit Plans ”, as of December 31, 2008.


/s/ KPMG

Taipei, Taiwan (the Republic of China)
September 16, 2011