As filed with the Securities and Exchange Commission on June 8, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
VIASAT, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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33-0174996
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(State or Other Jurisdiction
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(I.R.S. Employer
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of Incorporation or Organization)
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Identification No.)
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6155 El Camino Real
Carlsbad, California 92009
(760) 476-2200
(Address of Principal Executive Offices)
ViaSat, Inc. 401(k) Profit Sharing Plan
(Full Title of the Plan)
Keven K. Lippert, Esq.
Vice President, General Counsel and Secretary
ViaSat, Inc.
6155 El Camino Real
Carlsbad, California 92009
(760) 476-2200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Craig M. Garner, Esq.
Latham & Watkins LLP
12636 High Bluff Drive, Suite 400
San Diego, California 92130
(858) 523-5400
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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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Maximum
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Amount
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Maximum
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Aggregate
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Amount of
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Title of Each Class of
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to be
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Offering Price
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Offering
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Registration
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Securities to be Registered
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Registered (1) (2)
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Per Share
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Price
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Fee
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Common stock, $0.0001 par value
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400,000 shares
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$
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31.46
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(3)
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$
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12,584,000.00
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$
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897.24
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(1)
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Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”),
this registration statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the ViaSat, Inc. 401(k) Profit Sharing Plan (the “401(k) Plan”).
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(2)
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Pursuant to Rule 416 under the Securities Act, this registration statement also registers an
indeterminate number of additional shares that may be issued pursuant to the 401(k) Plan as
the result of any future stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results in an increase in the
number of outstanding shares of ViaSat, Inc. common stock.
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(3)
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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, Inc.
common stock as reported on the Nasdaq Global Select Market on June 1, 2010, because the
offering price of the securities to be granted in the future is not currently determinable.
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TABLE OF CONTENTS
EXPLANATORY NOTE
This registration statement on Form S-8 is filed by ViaSat, Inc. (“ViaSat”) to register an
additional 400,000 shares of ViaSat common stock that may be contributed to the 401(k) Plan by
ViaSat in satisfaction of its company matching contribution obligations under the 401(k) Plan,
which shares will be newly-issued shares. In accordance with Instruction E to Form S-8, the
contents of the prior Form S-8 registration statement (Commission File No. 333-159708) are
incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be sent or given
to participants as specified by Rule 428(b)(1) of the Securities Act. These documents and the
documents incorporated by reference into 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.
ViaSat hereby incorporates the following documents in this registration statement by
reference:
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(a)
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ViaSat’s Annual Report on Form 10-K for the fiscal year ended April 2, 2010
filed with the Securities and Exchange Commission (“SEC”) on June 1, 2010;
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(b)
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ViaSat’s Current Report on Form 8-K filed with the SEC on May 26, 2010;
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(c)
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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
ViaSat’s Annual Report on Form 10-K referred to in clause (a) above; and
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(d)
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The description of ViaSat common stock set forth in ViaSat’s 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.
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In addition, all documents filed by ViaSat pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the filing of this registration statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date of filing such
documents, except as to specific sections of such statements as set forth therein. 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
statement contained herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in any 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.
Under no circumstances shall any information furnished under Item 2.02 or 7.01 of Form 8-K be
deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 8. Exhibits.
The Exhibit Index on page 4 is incorporated
herein by reference as the list of exhibits required as part of this registration statement.
1
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has
reasonable grounds to believe that the registrant 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 Carlsbad, State of California, on June 8, 2010.
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ViaSat, Inc.
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By:
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/s/ Mark D. Dankberg
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Mark D. Dankberg
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Chairman and Chief Executive Officer
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Each person whose signature appears below hereby constitutes and appoints Mark D. Dankberg and
Keven K. Lippert, jointly and severally, his attorneys-in-fact, each with the full power of
substitution, for him in any and all capacities, to sign this registration statement, and any
amendments thereto (including post-effective amendments), and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may 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 on
behalf of the registrant and in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Mark D. Dankberg
Mark D. Dankberg
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Chairman of the Board and Chief
Executive Officer
(Principal Executive Officer)
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June 8, 2010
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/s/ Ronald G. Wangerin
Ronald G. Wangerin
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Vice President and Chief Financial
Officer
(Principal Financial and Accounting Officer)
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June 8, 2010
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/s/ Robert W. Johnson
Robert W. Johnson
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Director
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June 8, 2010
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/s/ B. Allen Lay
B. Allen Lay
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Director
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June 8, 2010
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/s/ Jeffrey M. Nash
Jeffrey M. Nash
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Director
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June 8, 2010
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/s/ John P. Stenbit
John P. Stenbit
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Director
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June 8, 2010
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/s/ Michael B. Targoff
Michael B. Targoff
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Director
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June 8, 2010
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/s/ Harvey P. White
Harvey P. White
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Director
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June 8, 2010
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2
Pursuant to the requirements of the Securities Act, the Plan Administrator of the ViaSat,
Inc. 401(k) Profit Sharing Plan has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of
California, on June 8, 2010.
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ViaSat, Inc. 401(k) Profit Sharing Plan
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By:
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/s/ Keven K. Lippert
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ViaSat, Inc., as Plan Administrator
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By:
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Keven K. Lippert
Vice President, General Counsel and Secretary
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3
EXHIBIT INDEX
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Exhibit
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Incorporated by Reference
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Filed
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Number
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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Herewith
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5.1
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Opinion of Latham & Watkins LLP
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X
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5.2
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Copy of Internal Revenue Service
Opinion Letter Regarding
Qualification of the ViaSat, Inc.
401(k) Profit Sharing Plan under
Section 401 of the Internal Revenue
Code.
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S-8
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333-159708
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5.2
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June 3, 2009
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23.1
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Consent of Independent Registered
Public Accounting Firm
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X
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23.2
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Consent of Latham & Watkins LLP
(included in Exhibit 5.1 hereto)
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X
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24.1
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Power of Attorney (see signature page)
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X
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4
Exhibit 5.1
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12636 High Bluff Drive, Suite 400
San Diego, California 92130-2071
Tel: +1.858.523.5400 Fax: +1.858.523.5450
www.lw.com
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FIRM / AFFILIATE OFFICES
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June 8,
2010
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Abu Dhabi
Barcelona
Beijing
Brussels
Chicago
Doha
Dubai
Frankfurt
Hamburg
Hong Kong
Houston
London
Los Angeles
Madrid
Milan
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Moscow
Munich
New Jersey
New York
Orange County
Paris
Riyadh
Rome
San Diego
San Francisco
Shanghai
Silicon Valley
Singapore
Tokyo
Washington, D.C.
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ViaSat, Inc.
6155 El Camino Real
Carlsbad, California 92009
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Re:
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Registration Statement on Form S-8; 400,000 Shares of Common Stock, par
value $0.0001 per share
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Ladies and Gentlemen:
We have acted as special counsel to ViaSat, Inc., a Delaware corporation (the
“
Company
”), in connection with the proposed issuance by the Company of 400,000 shares (the
“
Shares
”) of common stock of the Company, par value $0.0001 per share, contributed by the
Company in satisfaction of the Company’s matching contributions to the 401(k) Profit Sharing Plan
of the Company (the “
Plan
”). The Shares are included in the Registration Statement on Form
S-8 under the Securities Act of 1933, as amended (the “
Act
”), filed with the Securities and
Exchange Commission (the “
Commission
”) on June 8, 2010 (the “
Registration
Statement
”). This opinion is being furnished in connection with the requirements of Item
601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter
pertaining to the contents of the Registration Statement, other than as expressly stated herein
with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have
considered appropriate for purposes of this letter. With your consent, we have relied upon
certificates and other assurances of officers of the Company and others as to factual matters
without having independently verified such factual matters. We are opining herein as to the General
Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.
In our examination, we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to authentic original documents of all
documents submitted to us as copies.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of
the date hereof, when the Shares shall have been duly registered on the books of the transfer agent
and registrar therefor in the name or on behalf of the recipients, or certificates representing the
Shares (in the form of
the specimen certificate incorporated by reference as an exhibit to the Company’s most
recent Annual Report on Form 10-K) have been manually signed by an authorized officer of the
transfer agent and registrar therefor, and subject to the Company completing all actions and proceedings required on its part to be taken prior to the issuance of the Shares, then when the Shares have been issued by the Company
June 8, 2010
Page 2
in satisfaction of the Company’s matching contributions
to the Plan against payment therefor (not less than par value), the issuance of the
Shares will have been duly authorized by all necessary corporate action of the Company, and the
Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion,
we have assumed that the Company will comply with all applicable notice requirements regarding
uncertificated shares provided in the General Corporation Law of the State of Delaware.
This opinion is for your benefit in connection with the Registration Statement and may be
relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of
the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In
giving such consent, we do not thereby admit that we are in the category of persons whose consent
is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
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Very truly yours,
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/s/ LATHAM & WATKINS LLP
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