As filed with the Securities and Exchange Commission on May 21, 2010

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

VIRAGE LOGIC CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

47100 Bayside Parkway

Fremont, California 94538

(510) 360-8000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Virage Logic Corporation 2002 Equity Incentive Plan, As Amended

(Full title of the plan)

 

 

Copies to:

Robert T. Clarkson

Jones Day

1755 Embarcadero Road

Palo Alto, California 94303

(650) 739-3939

and

Stephen E. Gillette

Jones Day

1755 Embarcadero Road

Palo Alto, California 94303

(650) 739-3939

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

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.

 

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

---

EXPLANATORY NOTE

The Registrant is filing this Registration Statement on Form S-8 for the purpose of increasing the number of shares of Common Stock for which a Registration Statement on Form S-8, relating to the Virage Logic Corporation 2002 Equity Incentive Plan, As Amended (the “Plan”), is effective.

The contents of the Registrant’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission on September 22, 2000 (File No. 333-46422), May 4, 2001 (File No. 333-60268), December 19, 2001 (File No. 333-75496), February 13, 2002 (File No. 333-82702), June 19, 2002 (File No. 333-90770), February 12, 2003 (File No. 333-103151), May 23, 2003 (File No. 333-105542), May 23, 2003 (File No. 333-105545), February 11, 2004 (File No. 333-112709), June 28, 2004 (File No. 333-116907), February 10, 2005 (File No. 333-122715), August 4, 2005 (File No. 333-127207) and May 29, 2008 (File No. 333-151236) are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

The following documents have been filed by the Registrant with the Commission and are incorporated herein by reference:

 

 

 

 

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”) subsequent to the date of this registration statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will 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 or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this registration statement.

 

See the attached Exhibit Index, which is incorporated herein by reference.

---

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 21st day of May, 2010.

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose name and signature appears below constitutes and appoints J. Daniel McCranie and Brian Sereda, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to sign,, execute and file with the Commission (or any other governmental or regulatory authority, as necessary) this Registration Statement on Form S-8 of Virage Logic Corporation (including all amendments, including post-effective amendments, to this Registration Statement), and any registration statement filed pursuant to Rule 462(b) of the Securities Act in connection with the securities registered under this Registration Statement, with all exhibits thereto, and other documents required to be filed in connection therewith, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he or she 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 substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated:

 

---

Exhibit Index