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Viasat, Inc. Form S-8
Table of Contents

As filed with the Securities and Exchange Commission on August 7, 2001

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
of incorporation or organization)		   (I.R.S. Employer
Identification No.)

6155 El Camino Real
Carlsbad, California 92009
(760) 476-2200

(Address of principal executive offices, including zip code, and telephone number)

THE 1996 EQUITY PARTICIPATION PLAN OF VIASAT, INC.

(Full title of the plan)

     
    Copies to:
MARK D. DANKBERG
Chairman, President and
Chief Executive Officer
6155 El Camino Real
Carlsbad, California 92009
(760) 476-2200		   THOMAS A. EDWARDS, ESQ.
Latham & Watkins
701 “B” Street, Suite 2100
San Diego, California 92101
(619) 236-1234
(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
     3,600,000     $ 20.26     $ 72,936,000     $ 18,234.00  

(1)   Covers 3,600,000 additional shares of common stock available for issuance under The 1996 Equity Participation Plan of ViaSat, Inc. (the “1996 Equity Participation Plan”) pursuant to an amendment of the 1996 Equity Participation Plan approved by the stockholders of ViaSat, Inc. on September 26, 2000. The 1996 Equity Participation Plan authorizes the issuance of a maximum of 6,100,000 shares. However, the offer and sale of 2,500,000 shares of common stock, which have been or may be issued under the 1996 Equity Participation Plan, have previously been registered pursuant to Form S-8 Registration Statement Nos. 333-21113 and 333-68757.
 
(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 ViaSat, Inc.’s common stock as reported on the Nasdaq National Market on August 3, 2001.

 

 

TABLE OF CONTENTS

Item 3. Incorporation of Documents by Reference.
Item 8. Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.1

Table of Contents

     This Registration Statement on Form S-8 registers the offer and sale of an additional 3,600,000 shares of common stock of ViaSat, Inc. for issuance under The 1996 Equity Participation Plan of ViaSat, Inc. In accordance with Instruction E to Form S-8, the contents of the prior Form S-8 Registration Statements File Nos. 333-21113 and 333-68757 are hereby incorporated by reference.

Item 3. Incorporation of Documents by Reference.

     ViaSat, Inc. 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, 2001, filed with the Securities and Exchange Commission (SEC) on June 29, 2001;
 
  2.   Description of ViaSat, Inc.’s common stock contained in Registration Statement on Form 8-A, filed with the SEC on November 20, 1996; and
 
  3.   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, Inc. 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 that indicates that all securities offered have been sold or that 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 that 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).

 

Table of Contents

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, ViaSat, Inc. 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 August 6, 2001.

  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, as amended, 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
Mark D. Dankberg		   Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)   August 6, 2001
 
/s/ Richard A. Baldridge
Richard A. Baldridge		   Executive Vice President, Chief Operating Officer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)   August 6, 2001
 
/s/ James F. Bunker
James F. Bunker		   Director   August 6, 2001
 
/s/ Robert W. Johnson
Robert W. Johnson		   Director   August 6, 2001
 
/s/ B. Allen Lay
B. Allen Lay		   Director   August 6, 2001
 
/s/ Jeffrey M. Nash
Jeffrey M. Nash		   Director   August 6, 2001
 
/s/ Adm. William A. Owens (Ret.)
Adm. William A. Owens (Ret.)		   Director  
August 6, 2001

 

Table of Contents

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


                           OPINION OF LATHAM & WATKINS

                                 August 7, 2001


ViaSat, Inc.
6155 El Camino Real
Carlsbad, California 92009

      Re: Form S-8 Registration Statement;
          3,600,000 Shares of Common Stock

Ladies and Gentlemen:

      In connection with the registration by ViaSat, Inc., a Delaware
corporation (the "Company"), of 3,600,000 shares of common stock, par value
$.0001 per share (the "Shares"), of the Company to be issued pursuant to The
1996 Equity Participation Plan of ViaSat, Inc., as amended (the "1996 Plan"),
under the Securities Act of 1933, as amended, on a Registration Statement on
Form S-8 filed with the Securities and Exchange Commission on August 7, 2001 (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 the Company's 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.

      We are opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware, and we express no opinion
with respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction or any other laws, or as to any matters of municipal law
or the laws of any other 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 the issuance of and payment for the
Shares in accordance with the terms set forth in the 1996 Plan, the Shares 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 June 15, 2001, except for Note 14 for
which the date is June 21, 2001 relating to the financial statements and
financial statement schedule of ViaSat, Inc., which appears in ViaSat, Inc.'s
Annual Report on Form 10-K for the year ended March 31, 2001.


                                        /s/PRICEWATERHOUSECOOPERS LLP




San Diego, California
August 7, 2001