1 As filed with the Securities and Exchange Commission on June 29, 2000 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- VIASAT, INC. (Exact name of Registrant as specified in its charter) DELAWARE 33-0174996 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) ----------------------- 6155 EL CAMINO REAL CARLSBAD, CALIFORNIA 92009 (760) 476-2200 (Address of principal executive offices, including zip code, and telephone number) THE VIASAT, INC. EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) ----------------------- Copies to: MARK D. DANKBERG THOMAS A. EDWARDS, ESQ. CHAIRMAN, PRESIDENT AND LATHAM & WATKINS CHIEF EXECUTIVE OFFICER 701 "B" STREET, SUITE 2100 6155 EL CAMINO REAL SAN DIEGO, CALIFORNIA 92101 CARLSBAD, CALIFORNIA 92009 (619) 236-1234 (760) 476-2200 (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ===================================================================================================================== Amount Proposed Maximum Proposed Maximum Amount of Title of Securities to be Offering Price Aggregate Offering Registration to be Registered Registered(1) Per Share(2) Price Fee - --------------------------------------------------------------------------------------------------------------------- Common Stock, $.0001 par value 250,000 $46.50 $11,625,000 $3,069.00 ===================================================================================================================== (1) Covers 250,000 additional shares of common stock available for issuance under The ViaSat, Inc. Employee Stock Purchase Plan (the "Purchase Plan"), pursuant to an amendment of the Purchase Plan approved by the stockholders of the Registrant on September 15, 1999. The Purchase Plan authorizes the issuance of a maximum of 500,000 shares. However, the offer and sale of 250,000 shares of common stock, which have been or may be issued under the Purchase Plan, have previously been registered pursuant to Form S-8 Registration Statement No. 333-21113. (2) Pursuant to Rule 457(h) the Proposed Maximum Offering Price Per Share is based on the average of the high and low prices for the Registrant's common stock as reported on the Nasdaq National Market on June 23, 2000. ================================================================================
2 This Registration Statement on Form S-8 registers the offer and sale of an additional 250,000 shares of common stock of ViaSat, Inc. for issuance under The ViaSat, Inc. Employee Stock Purchase Plan. In accordance with Instruction E to Form S-8, the contents of the prior Registration Statement File No. 333-21113 are hereby incorporated by reference. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. ViaSat hereby incorporates the following documents in this Registration Statement by reference: 1. Annual Report on Form 10-K for the fiscal year ended March 31, 1999, filed with the Securities and Exchange Commission (SEC) on June 29, 1999; 2. Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, filed with the SEC on August 13, 1999; 3. Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, filed with the SEC on November 15, 1999; 4. Quarterly Report on Form 10-Q for the quarter ended December 31, 1999, filed with the SEC on February 14, 2000; 5. Current Report on Form 8-K filed with the SEC on January 19, 2000; 6. Current Report on Form 8-K filed with the SEC on May 8, 2000; 7. Description of ViaSat's common stock contained in Registration Statement on Form 8-A filed with the SEC on November 20, 1996; and 8. All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in clause (1) above. All documents filed by ViaSat pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date this Registration Statement is filed with the SEC and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part of it from the respective dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall 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 shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 8. EXHIBITS. 5.1 Opinion of Latham & Watkins. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Latham & Watkins (included in Exhibit 5.1 hereto). 24.1 Power of Attorney (included on signature page hereto).
3 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 Carlsbad, State of California, on June 26, 2000. ViaSat, Inc. By: /s/ Mark D. Dankberg ---------------------------------------------- Mark D. Dankberg Chairman, President and Chief Executive Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below authorizes Mark D. Dankberg and Richard A. Baldridge, and either of them, with full power of substitution and resubstitution, his true and lawful attorneys-in-fact, for him in any and all capacities, to sign any amendments (including post-effective amendments or supplements) to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith, with the SEC. Signature Title Date - --------- ----- ---- /s/ Mark D. Dankberg Chairman, President and June 26, 2000 - --------------------------------- Chief Executive Officer Mark D. Dankberg (Principal Executive Officer) /s/ Richard A. Baldridge Vice President, Chief Financial Officer June 26, 2000 - --------------------------------- (Principal Financial Officer and Richard A. Baldridge Principal Accounting Officer) and Chief Operating Officer /s/ James F. Bunker Director June 26, 2000 - --------------------------------- James F. Bunker /s/ Robert W. Johnson Director June 26, 2000 - --------------------------------- Robert W. Johnson /s/ B. Allen Lay Director June 26, 2000 - --------------------------------- B. Allen Lay /s/ Jeffrey M. Nash Director June 26, 2000 - --------------------------------- Jeffrey M. Nash /s/ William A. Owens Director June 26, 2000 - --------------------------------- William A. Owens
4 EXHIBIT INDEX EXHIBIT - ------- 5.1 Opinion of Latham & Watkins.* 23.1 Consent of PricewaterhouseCoopers LLP.* 23.2 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).* 24.1 Power of Attorney (included on signature page hereto).* - ----------------------- * Filed herewith.
1 EXHIBIT 5.1 [LETTERHEAD OF LATHAM & WATKINS] June 29, 2000 ViaSat, Inc. 6155 El Camino Real Carlsbad, California 92009 Re: Form S-8 Registration Statement; 250,000 Shares of Common Stock Ladies and Gentlemen: In connection with the registration by ViaSat, Inc., a Delaware corporation (the "Company"), of 250,000 shares of common stock, par value $.0001 per share (the "Shares"), of the Company to be issued pursuant to The ViaSat, Inc. Employee Stock Purchase Plan (the "Purchase Plan") under the Securities Act of 1933, as amended (the "Act"), on a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 29, 2000 (as amended from time to time, the "Registration Statement"), you have requested our opinion with respect to the matters set forth below. In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares, and for the purposes of this opinion, have assumed such proceedings will be timely completed in the manner presently proposed. In addition, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware, including statutory and reported decisional law thereunder, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of
2 LATHAM & WATKINS ViaSat, Inc. June 29, 2000 Page 2 any other jurisdiction or any other laws, or as to any matters of municipal law or the laws of any local agencies within the state. Subject to the foregoing, it is our opinion that, as of the date hereof, the Shares have been duly authorized, and, upon issuance, delivery and payment therefor in the manner contemplated by the Purchase Plan, will be validly issued, fully paid and nonassessable. We consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Latham & Watkins
1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 12, 1999 relating to the financial statements which appear in ViaSat, Inc.'s Annual Report on Form 10-K for the year ended March 31, 1999. PRICEWATERHOUSECOOPERS LLP San Diego, California June 28, 2000