Delaware
(State or Other Jurisdiction of Incorporation or Organization) |
33-0174996
(I.R.S. Employer 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 |
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) (2) | Per Share | Price | Fee | ||||||||||||||||||
Common stock, $0.0001 par value
|
4,800,000 shares | $38.99(3) | $187,152,000.00 | $13,343.94 | ||||||||||||||||||
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement also registers an indeterminate number of additional shares that may be issued pursuant to the 1996 Equity Participation Plan of ViaSat, Inc. (the 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. (ViaSat) common stock. | |
(2) | Covers 4,800,000 additional shares of ViaSat common stock available for issuance under the Plan pursuant to an amendment to the Plan approved by the stockholders of ViaSat on September 22, 2010. The Plan authorizes the issuance of a maximum of 17,400,000 shares of common stock. However, the offer and sale of 12,600,000 shares of common stock, which have been or may be issued under the Plan, have previously been registered pursuant to prior Form S-8 registration statements (Commission File Nos. 333-21113, 333-68757, 333-67010, 333-109959 and 333-153828). | |
(3) | 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 20, 2010, because the offering price of the securities to be granted in the future is not currently determinable. |
(a) | ViaSats 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, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on August 3, 2010; | ||
(b) | ViaSats Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2010; | ||
(c) | ViaSats Current Reports on Form 8-K filed with the SEC on May 26, 2010, August 4, 2010 and September 24, 2010; | ||
(d) | All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (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. |
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Table of Contents
4
ViaSat, Inc.
By:
/s/ Mark D. Dankberg
Mark D. Dankberg
Chairman and Chief Executive Officer
Signature
Title
Date
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
September 27, 2010
Vice President and
Chief
Financial Officer
(Principal Financial and
Accounting Officer)
September 27, 2010
Director
September 27, 2010
Director
Director
September 27, 2010
Director
September 27, 2010
Director
September 27, 2010
Director
September 27, 2010
Table of Contents
5
Exhibit
Incorporated by Reference
Filed
Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Herewith
5.1
X
10.1
8-K
000-21767
10.1
9/24/2010
10.2
8-K
000-21767
10.2
10/2/2008
10.3
8-K
000-21767
10.3
10/2/2008
10.4
8-K
000-21767
10.4
10/2/2008
10.5
8-K
000-21767
10.3
10/5/2009
23.1
X
23.2
X
24.1
X
Re: |
Registration Statement on Form S-8; 4,800,000 Shares of Common
Stock, par value $0.0001 per share |
Very truly yours,
|
||||
/s/ LATHAM & WATKINS LLP | ||||
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