- Post-Effective Amendment to an S-8 filing (S-8 POS)
September 02 2010 - 1:51PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 2, 2010
File No. 333-105545
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIRAGE LOGIC CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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77-0416232
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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47100 Bayside Parkway
Fremont, CA 94538
(Address of principal executive offices) (Zip Code)
In-Chip Systems, Inc. 2001 Incentive and Non-Statutory Stock Option Plan
(Full title of the plan)
Brian Sereda
47100 Bayside Parkway
Fremont, CA 94538
(Name and address of agent for service)
(510) 360-8000
(Telephone number, including area code, of agent for service)
Copies to:
Robert T. Clarkson
Stephen E. Gillette
Jones Day
1755 Embarcadero Road
Palo Alto, California 94303
(650) 739-3939
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.
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Large Accelerated Filer
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¨
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Accelerated Filer
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x
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Non-accelerated Filer
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¨
(Do not check if a smaller reporting company)
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Smaller Reporting Company
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¨
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the Amendment) relates to the Registration Statement on Form S-8 (File No. 333-105545)
(the Registration Statement) registering 150,991 shares of common stock, $0.001 par value per share (the Common Stock) of Virage Logic Corporation (the Company) for issuance under the In-Chip Systems, Inc. 2001
Incentive and Non-Statutory Stock Option Plan.
On September 2, 2010, pursuant to an Agreement and Plan of Merger, dated
as of June 9, 2010, by and among Synopsys, Inc. (Synopsys), Vortex Acquisition Corp. (Merger Sub), a wholly-owned subsidiary of Synopsys, and the Company, Merger Sub merged with and into the Company, with the Company
surviving as a subsidiary of Synopsys.
As a result of the merger, the Company has terminated any offering of the
Companys securities pursuant to the Registration Statement. In accordance with an undertaking made by the Company in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any of the
securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statement, if
any.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Fremont, State of California, on this 2nd day of September,
2010.
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VIRAGE LOGIC CORPORATION
(Registrant)
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By:
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/s/ B
RIAN
S
EREDA
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Brian Sereda
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Chief Financial Officer
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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:
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Signature
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Title
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Date
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/s/ A
LEXANDER
S
HUBAT
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President and Chief Executive Officer, Director
(Principal Executive Officer)
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September 2, 2010
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Alexander Shubat
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/s/ B
RIAN
S
EREDA
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Vice President of Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
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September 2, 2010
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Brian Sereda
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/s/ J. D
ANIEL
M
C
C
RANIE
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Executive Chairman
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September 2, 2010
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J. Daniel McCranie
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/s/ M
ICHAEL
L.
H
ACKWORTH
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Director
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September 2, 2010
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Michael L. Hackworth
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/s/ C
ATHAL
P
HELAN
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Director
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September 2, 2010
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Cathal Phelan
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/s/ R
OBERT
B.
S
MITH
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Director
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September 2, 2010
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Robert B. Smith
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/s/ M
ANOJ
G
UJRAL
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Director
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September 2, 2010
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Manoj Gujral
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3
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