As filed with the Securities and Exchange Commission on November 6, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
PIXELWORKS, INC.
(Exact
name of Registrant as specified in its charter)
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Oregon
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91-1761992
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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226 Airport Parkway, Suite 595
San Jose, California 95110
(408) 200-9200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Todd DeBonis
President
and Chief Executive Officer
Pixelworks, Inc.
226 Airport Parkway, Suite 595
San Jose, California 95110
(408) 200-9200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Christina F. Pearson, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2550 Hanover St.
Palo
Alto, California 94304
(650) 233-4500
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective, as
determined by market conditions and other factors.
If the only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on
this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box: ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☐
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth 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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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities to be Registered
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Proposed
Maximum
Aggregate
Offering Price (1)(2)(3)
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Amount of
Registration Fee (3)(4)
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Common Stock, par value $0.001 per share
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$50,000,000
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$5,455
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(1)
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There are being registered under this Registration Statement an indeterminate number of shares of common stock
of the Registrant with an aggregate initial offering price not to exceed $50,000,000.
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(2)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), the shares
of common stock offered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.
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(3)
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In accordance with Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this
Registration Statement include unsold and unissued common stock in the amount of $45,141,335 (the Unsold Securities) that previously were registered pursuant to the Registrants Registration Statement on Form S-3 initially declared effective by the Securities and Exchange Commission on November 9, 2017 (File No. 333-221238)(the Prior Registration Statement).
Pursuant to Rule 415(a)(6), the registration fees previously paid by the Registrant in the amount of $6,225 with respect to such Unsold Securities will continue to be applied to such Unsold Securities, and the offering of the Unsold Securities under
the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. Accordingly, the amount of the fee for registering the offer and sale of securities under this registration statement of
$530.08 being paid herewith has been calculated based on the proposed maximum offering price of the additional $ 4,858,665 of securities being registered pursuant to this registration statement.
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(4)
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Calculated pursuant to Rule 457(o) under the Securities Act.
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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration
Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.