Delaware
(State or other jurisdiction of Incorporation or organization) |
33-0174996
(I.R.S. Employer Identification Number) |
Proposed | Maximum | |||||||||||||||||||||
Amount | Maximum | Amount of | Amount of | |||||||||||||||||||
to be | Offering Price | Aggregate | Registration | |||||||||||||||||||
Title of Securities to be Registered | Registered | Per Share | Offering Price | Fee | ||||||||||||||||||
Common Stock, $0.0001 par value
|
500,000 | (1) (2) | $ | 12,780,000 | (3) | $ | 12,780,000 | (3) | $ | 1,367,46 | ||||||||||||
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plan by reason of any 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 our outstanding shares of common stock . |
(2) | Covers 500,000 additional shares of common stock available for issuance under The ViaSat, Inc. Employee Stock Purchase Plan (the Purchase Plan), pursuant to an amendment of the Purchase Plan approved by the stockholders of the Registrant on September 9, 2005. The Purchase Plan authorizes the issuance of a maximum of 1,500,000 shares of common stock. However, the offer and sale of 1,000,000 shares of common stock, which have been or may be issued under the Purchase Plan, have previously been registered pursuant to Form S-8 Registration Statement Nos. 333-21113 and 333-40396. |
(3) | This estimate is made pursuant to Rule 457(h) solely for purposes of calculating the registration fee, and is based on the average of the high and low prices for the Registrants common stock as reported on the Nasdaq National Market on January 25, 2006. |
EXPLANATORY NOTE | ||||||||
Item 3. Incorporation of Documents by Reference . | ||||||||
Item 8. Exhibits . | ||||||||
SIGNATURES | ||||||||
POWER OF ATTORNEY | ||||||||
EXHIBIT INDEX | ||||||||
EXHIBIT 5.1 | ||||||||
EXHIBIT 23.1 |
(1) | Our Annual Report on Form 10-K for the fiscal year ended April 1, 2005, filed by us with the Commission on June 10, 2005. | ||
(2) | Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed by us with the Commission on November 7, 2005. | ||
(3) | Our Current Reports on Form 8-K filed with the Commission on November 22, 2005, May 13, 2005 and May 12, 2005. | ||
(4) | The description of our common stock contained in our Registration Statement on Form 8-A filed by us with the Commission on November 20, 1996, under Section 12(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act), including any amendment or report filed for the purpose of updating such description. |
Exhibit | ||
Number | ||
5.1
|
Opinion of Latham & Watkins LLP. | |
23.1
|
Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm. | |
23.2
|
Consent of Latham & Watkins LLP (included in Exhibit 5.1). | |
24.1
|
Power of Attorney (included on signature page of this Registration Statement). |
ViaSat, Inc.
|
||||
By: | /s/ Ronald G. Wangerin | |||
Name: | Ronald G. Wangerin | |||
Title: | Vice President, CFO | |||
Signature | Title | Date | ||
/s/ Mark D. Dankberg
|
Chief Executive Officer and
Chairman
(Principal Executive Officer) |
January 30, 2006 | ||
|
||||
/s/ Ronald G. Wangerin
|
Vice President, Chief Financial
Officer
(Principal Financial and Accounting Officer) |
January 30, 2006 | ||
|
||||
/s/ Robert W. Johnson
|
Director | January 30, 2006 | ||
|
||||
/s/ Jeffrey M. Nash
|
Director | January 30, 2006 | ||
|
||||
/s/ B. Allen Lay
|
Director | January 30, 2006 | ||
|
||||
/s/ Michael B. Targoff
|
Director | January 30, 2006 | ||
|
||||
/s/ John P. Stenbit
|
Director | January 30, 2006 | ||
|
||||
/s/ Harvey P. White
|
Director | January 30, 2006 |
Exhibit
Number
Opinion of Latham & Watkins LLP.
Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.
Consent of Latham & Watkins LLP (included in Exhibit 5.1).
Power of Attorney (included on signature page of this Registration Statement).
Re: | Registration Statement on Form S-8 |
Very truly yours,
|
||||
/s/ Latham & Watkins LLP | ||||
January 30, 2006