As filed with the Securities and Exchange Commission on December 21, 2005		Registration Statement No. 333-

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

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MICROTUNE, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

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Delaware		75-2883117
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
2201 Tenth Street Plano, Texas		75074
(Address of Principal Executive Offices)		(Zip Code)

 

2000 Director Option Plan

(Full Title of the Plan)

 

James A. Fontaine

Chief Executive Officer

Microtune, Inc.

2201 Tenth Street

Plano, Texas 75074

(972) 673-1600

(Name, Address and Telephone Number of Agent for Service)

 

Copies to:

 

Phillip D. Peterson		Craig N. Adams
General Counsel		Baker Botts L.L.P.
Microtune, Inc.		2001 Ross Avenue
2201 Tenth Street		Dallas, Texas 75201
Plano, Texas 75074		(214) 953-6500
(972) 673-1600

 

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CALCULATION OF REGISTRATION FEE

 

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Title of Each Class of Securities to be Registered		Amount to be Registered		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.001 per share par value: To be issued under the 2000 Director Option Plan (1)		430,000 shares		$4.41 (2)		$1,896,300 (2)		$202.90

 

(1)

Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the 2000 Director Option Plan, as amended and restated, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.

 

(2)	Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee based upon the average of the high and low prices of the Common Stock as reported on The Nasdaq National Market on December 20, 2005.

 

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EXPLANATORY NOTE

 

The contents of Registration Statements No. 333-47646 and 333-120091 relating to Microtune, Inc.’s 2000 Director Option Plan, filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on October 10, 2000 and October 29, 2004, respectively (the “Prior Registration Statements”), are incorporated herein by reference pursuant to General Instruction E. to Form S-8. The purpose of this Registration Statement is to register the offering and sale of 430,000 additional shares of Common Stock of the Registrant pursuant to the 2000 Director Option Plan.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

 

The contents of the Prior Registration Statements, including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement.

 

All documents filed by the Registrant with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement and prior to the termination of the offering to which it relates shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

 

Item 8.

Exhibits.

 

 

*	Incorporated by reference to Exhibit 10.1 of the Form 8-K as filed with the SEC on May 31, 2005.

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Plano, State of Texas as of December 21, 2005.

 

 

POWER OF ATTORNEY

 

Each person whose signature appears below authorizes James A. Fontaine to execute in the name of such person who is then an officer or director of the Registrant, and to file any and all amendments to this Registration Statement necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the offering and sale of the securities that are the subject of this Registration Statement, which amendments may make such changes to such Registration Statement as such attorney may deem appropriate.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated as of the respective dates set forth below.

 

Signature		Capacity in Which Signed		Date
/s/  James A. Fontaine
James A. Fontaine		Chief Executive Officer and Director		December 21, 2005
/s/  Jeffrey A. Kupp
Jeffrey A. Kupp		Chief Financial Officer (Principal Financial and Accounting Officer)		December 21, 2005
/s/  Walter S. Ciciora
Walter S. Ciciora		Director		December 21, 2005
/s/  James H. Clardy
James H. Clardy		Director		December 21, 2005

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Signature		Capacity in Which Signed		Date
/s/  Steven Craddock

Steven Craddock		Director		December 21, 2005
/s/  Anthony J. LeVecchio
Anthony J. LeVecchio		Director		December 21, 2005
/s/  Bernard T. Marren
Bernard T. Marren		Director		December 21, 2005
/s/  William P. Tai
William P. Tai		Director		December 21, 2005
/s/  A. Travis White
A. Travis White		Director		December 21, 2005

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INDEX TO EXHIBITS

 

Exhibit Number		Exhibit
4.1*		Microtune, Inc. 2000 Director Option Plan (as amended and restated) and form of agreements thereunder.
5.1		Opinion of Counsel as to legality of securities being registered.
23.1		Consent of Counsel (contained in Exhibit 5.1).
23.2		Consent of Independent Registered Public Accounting Firm.
24.1		Power of Attorney (included on the signature page of this Registration Statement).

 

*

Incorporated by reference to Exhibit 10.1 of the Form 8-K as filed with the SEC on May 31, 2005.