As filed with the Securities and Exchange Commission on May 15, 2007

Registration 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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GIGAMEDIA LIMITED

(Exact name of Registrant as Specified in its Charter)

 

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Republic of Singapore		None
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

14^th Fl., 122 TunHwa North Road

Taipei, 105, Taiwan

(886-2) 8770-7966

(Address, including zip code of principal executive offices)

 

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2006 Equity Incentive Plan

(Full title of the plan)

 

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Puglisi & Associates

850 Library Avenue

Suite 204

Newark, Delaware 19711

(302) 738-6680

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

 

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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
Ordinary Shares issuable under the 2006 Equity Incentive Plan (1) (2)		1,000,000 shares		$	15.59		$	15,590,000		$	478.613
TOTAL		1,000,000 shares		$	15.59		$	15,590,000		$	478.613

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(1)	Represents the maximum number of Ordinary Shares issuable under the Registrant’s 2006 Equity Incentive Plan (the “Plan”) with respect to the grant of Options, Stock Appreciation Rights, Restricted Stocks, Restricted Stock Units or Other Stock-Based Awards under the Plan.

(2)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Act”), this Registration Statement shall also cover any additional Ordinary Shares which may become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Registrant’s Ordinary Shares.

(3)	Computed in accordance with Rule 457(h) under the Act, on the basis of the average of the high and low reported sale prices of the Registrant’s Ordinary Shares on May 9, 2007, as reported on the Nasdaq National Market.

 

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registration Information and Employee Plan Annual Information.*

 

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*

The documents containing the information specified in Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the Securities and Exchange Commission (the “SEC”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in 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.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following documents previously filed with the Securities and Exchange Commission (the “SEC”) are hereby incorporated by reference into this Registration Statement:

a) The Registrant’s Annual Report on Form 20-F (File No. 000-30540), filed with the SEC on June 28, 2006 for the fiscal year ended December 31, 2005, as amended by Amendment No. 1 thereto on Form 20-F/A filed with the SEC on December 8, 2006.

b) The Registrant’s reports on Form 6-K, filed with the SEC on January 5, 2006, May 17, 2006 (other than Exhibit 99.3 thereto), June 8, 2006 (other than Exhibit 99.4 thereto), August 10, 2006, November 14, 2006, January 3, 2007, January 22, 2007 and March 16, 2007.

c) The description of the Registrant’s Ordinary Shares contained in the Form 8-A Registration Statement (File No. 333-11416), filed with the SEC on February 14, 2000.

In addition, all documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment hereto that indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and shall be part hereof from the date of filing of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Officers and Directors.

As permitted by Singapore law, the Registrant’s articles of association provide that, subject to the Singapore Companies Act (Chapter 50), the Registrant’s directors and officers will be entitled to be indemnified by the Registrant against all costs, charges, losses, expenses and liabilities incurred by such person in the execution and discharge of his duties or in relation thereto. Directors and officers may not be indemnified by the Registrant for their liability in respect of any negligence, willful default, breach of duty or breach of trust of which they may be guilty in relation to the Registrant.

Item 7. Exemption from Registration Claimed.

Not applicable.

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Item 8. Exhibits

 

Exhibit Number		Description
4.1		Memorandum of Association of the Company, incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form F-1 (File. No. 333-11416) filed with the SEC on February 2, 2000 (the “ Form F-1 Registration Statement”), as amended by Amendment No. 1, as filed with the SEC on February 14, 2000, and Amendment No. 2, as filed with the SEC on February 17, 2000.
4.2		Articles of Association of the Company, incorporated by reference to Exhibit 3.2 of the Form F-1 Registration Statement.
4.3		Specimen Share Certificate representing the ordinary shares, incorporated by reference to Exhibit 4.1 of the Form F-1 Registration Statement.
4.4		Shareholders’ Agreement among GigaMedia Limited and Microsoft Corporation, Koos Development Corp., Kudos Fund, Best Method Inc., TCC International, Mr. Chester Koo, Mr. Leslie Koo, Mr. Kent Yen, Mr. Raymond Chang, Mr. Chris Tung and Mr. Michel Chu, dated November 23, 1999, incorporated by reference to Exhibit 10.1.28 of the Form F-1 Registration Statement.
4.5		2006 Equity Incentive Plan.
5.1		Opinion of Allen & Gledhill, Singapore counsel to the Registrant.
23.1		Consent of GHP Horwath, P.C.
23.2		Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.3		Consent of Allen & Gledhill (included in Exhibit 5.1 to Registration Statement).
24.1		Power of Attorney (contained on signature pages to Registration Statement).

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement:

 

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

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(iii)

To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) That for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) That, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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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 Taipei, Taiwan, on this 15^th day of May 2007.

 

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Arthur M. Wang, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

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 and on the date indicated:

 

Signature		Title		Date
/s/ WU, Daniel Chuen-Tai WU, Daniel Chuen-Tai		Chairman of the Board		April 27, 2007
/s/ BAO, Gilbert BAO, Gilbert		Director		May 4, 2007
/s/ CHANG, Nelson CHANG, Nelson		Director		May 10, 2007

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/s/ DING, Michael Y.J. DING, Michael Y.J.		Director		April 27, 2007
/s/ HSU, Emmet Yu-Jui HSU, Emmet Yu-Jui		Director		May 2, 2007
/s/ HU ZEE, Nancy Jing-Ying HU ZEE, Nancy Jing-Ying		Director		April 30, 2007
/s/ HUI, Thomas T. HUI, Thomas T.		Director and Chief Financial Officer		April 27, 2007
/s/ LEE, Howe Yong LEE, Howe Yong		Director		May 1, 2007
/s/ LEE, Yichin LEE, Yichin		Director		April 30, 2007
/s/ WANG, Arthur M. WANG, Arthur M.		Director and Chief Executive Officer		April 27, 2007

SIGNATURE OF AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of GigaMedia Limited, has signed this Registration Statement.