As filed with the Securities and Exchange Commission on March 31, 2008
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Registration No. 333-_________ |
Delaware | 77-0558625 | |
(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.) | |
organization) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Proposed Maximum | Proposed Maximum | |||||||||||||
Title of Securities | Offering | Aggregate | Amount of | |||||||||||
to be Registered | Amount to be Registered (1) | Price per Share (2) | Offering Price (2) | Registration Fee | ||||||||||
Common Stock, par value $0.001 per share |
2,015,368 shares | $15.83 | $31,903,275.44 | $1,253.80 | ||||||||||
(1) | Pursuant to Rule 416(a), this Registration Statement shall also cover any additional shares of Registrants Common Stock that become issuable under the plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrants Common Stock. | |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act of 1933, as amended (the Securities Act). The proposed maximum offering price per share and the proposed maximum aggregate offering price are calculated using the average of the high and low prices of the Registrants Common Stock as reported on the NASDAQ Global Market on March 20, 2008, in accordance with Rule 457(c) of the Securities Act. |
EXPLANATORY NOTE | ||||||||
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8 | ||||||||
EXHIBITS | ||||||||
SIGNATURES | ||||||||
POWER OF ATTORNEY | ||||||||
EXHIBIT INDEX | ||||||||
EXHIBIT 5.1 | ||||||||
EXHIBIT 23.1 |
Exhibit | ||
Number | ||
4.1(1)
|
Form of the Registrants Common Stock Certificate | |
4.2(2)
|
Amended and Restated Certificate of Incorporation | |
4.2(3)
|
Amended and Restated Bylaws | |
5.1
|
Opinion of Cooley Godward Kronish LLP | |
23.1
|
Consent of Independent Registered Public Accounting Firm | |
23.2
|
Consent of Cooley Godward Kronish llp. Reference is made to Exhibit 5.1. | |
24.1
|
Power of Attorney. Reference is made to the signature page of this Form S-8. | |
99.1(4)
|
2007 Equity Incentive Plan |
(1) | Previously filed as Exhibit 4.2 to the Registrants Registration Statement on Form S-1, as amended (333-140660), originally filed with the Commission on February 13, 2007, and incorporated by reference herein. | |
(2) | Previously filed as Exhibit 3.3 to the Registrants Registration Statement on Form S-1, as amended (333-140660), originally filed with the Commission on February 13, 2007, and incorporated by reference herein. | |
(3) | Previously filed as Exhibit 3.5 to the Registrants Registration Statement on Form S-1, as amended (333-140660), originally filed with the Commission on February 13, 2007, and incorporated by reference herein. | |
(4) | Previously filed as Exhibit 10.3 to the Registrants Registration Statement on Form S-1, as amended (333-140660), originally filed with the Commission on February 13, 2007, and incorporated by reference herein. |
Cavium Networks, Inc. |
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By: | /s/ Syed Ali | |||
Syed Ali | ||||
President and Chief Executive Officer | ||||
Signature | Title | Date | ||
/s/ Syed Ali
Syed Ali |
President, Chief Operating Officer and Director (Principal Executive Officer) | March 27, 2008 | ||
/s/ Arthur Chadwick
Arthur Chadwick |
Chief Financial Officer and Vice President of Finance and Administration (Principal Financial Officer) | March 27, 2008 | ||
/s/ Kris Chellam
Kris Chellam |
Director | March 27, 2008 | ||
/s/ John Jarve
John Jarve |
Director | March 27, 2008 | ||
/s/ Anthony Pantuso
Anthony Pantuso |
Director | March 27, 2008 | ||
/s/ C.N. Reddy
C.N. Reddy |
Director | March 27, 2008 | ||
/s/ Anthony Thornley
Anthony Thornley |
Director | March 27, 2008 |
Exhibit Number | Description | |
4.1(1)
|
Form of the Registrants Common Stock Certificate | |
4.2(2)
|
Amended and Restated Certificate of Incorporation, currently in effect | |
4.2(3)
|
Amended and Restated Bylaws, currently in effect | |
5.1
|
Opinion of Cooley Godward Kronish LLP | |
23.1
|
Consent of Independent Registered Public Accounting Firm | |
23.2
|
Consent of Cooley Godward Kronish llp. Reference is made to Exhibit 5.1. | |
24.1
|
Power of Attorney. Reference is made to the signature page of this Form S-8. | |
99.1(4)
|
2007 Equity Incentive Plan |
(1) | Previously filed as Exhibit 4.2 to the Registrants Registration Statement on Form S-1, as amended (333-140660), originally filed with the Commission on February 13, 2007, and incorporated by reference herein. | |
(2) | Previously filed as Exhibit 3.3 to the Registrants Registration Statement on Form S-1, as amended (333-140660), originally filed with the Commission on February 13, 2007, and incorporated by reference herein. | |
(3) | Previously filed as Exhibit 3.5 to the Registrants Registration Statement on Form S-1, as amended (333-140660), originally filed with the Commission on February 13, 2007, and incorporated by reference herein. | |
(4) | Previously filed as Exhibit 10.3 to the Registrants Registration Statement on Form S-1, as amended (333-140660), originally filed with the Commission on February 13, 2007, and incorporated by reference herein. |