As filed with the Securities and Exchange Commission on March 31, 2008		Registration No. 333-_________

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

CAVIUM NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware		77-0558625
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)

(Address of Principal Executive Offices) (Zip Code)

(Full title of the plan)

(Name, and Address of Agent For Service)

(Telephone number, including area code, of agent for service)

Copies to:

     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. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ		Smaller reporting company o
			(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

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 Registrant’s 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 Registrant’s 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 Registrant’s 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

     This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 2,015,368 shares of the Registrant’s Common Stock to be issued pursuant to the Registrant’s 2007 Equity Incentive Plan.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8

     The contents of the Registration Statement on Form S-8 previously filed with the Securities and Exchange Commission on May 18, 2007 (File No. 333-143094) are incorporated by reference herein.

EXHIBITS

Exhibit
Number
4.1(1)		Form of the Registrant’s 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

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Mountain View, State of California, on March 27, 2008.

POWER OF ATTORNEY

     Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Syed Ali and Arthur Chadwick, and each or any one of them, his true and lawful attorney-in-fact and agent, 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 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, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, 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 any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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 INDEX

Exhibit Number		Description
4.1(1)		Form of the Registrant’s 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