As filed with the Securities and Exchange Commission on June 13, 2018
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MARVELL TECHNOLOGY GROUP LTD.
(Exact name of registrant as specified in its charter)
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Bermuda
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77-0481679
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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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Canons Court
22 Victoria Street, Hamilton HM 12, Bermuda
(441)
296-6395
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Mitchell L. Gaynor
Chief
Administration and Legal Officer and Secretary
Marvell Semiconductor, Inc.
5488 Marvell Lane, Santa Clara, California 95054
(408)
222-2500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
With copies to:
Eve
Howard, Esq.
Lillian Tsu, Esq.
Hogan Lovells US LLP
555
Thirteenth Street, NW
Washington, DC 20004
(202)
637-5600
Approximate
date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
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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☐ (Do not check if a smaller reporting company)
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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 Each Class of
Securities to Be Registered
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Amount to Be
Registered
(1)
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Proposed Maximum
Offering
Price per Unit
(1)
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Proposed Maximum
Aggregate
Offering Price
(1)
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Amount of
Registration Fee
(1)
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Debt Securities
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Common Shares, par value $0.002 per share
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Warrants
(2)
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Units
(3)
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(1)
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An indeterminate amount of securities to be offered at indeterminate prices is being registered pursuant to this registration statement. Separate consideration may or may not be received for securities that are issuable
on exercise, conversion or exchange of other securities. The registrant is deferring payment of the registration fee pursuant to Rule 456(b) of the Securities Act of 1933, as amended, (the Securities Act) and is omitting this information
in reliance on Rule 456(b) and Rule 457(r) of the Securities Act. Securities registered hereunder may be sold either separately or as units comprising more than one type of security registered hereunder. Separate consideration may or may not be
received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units.
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(2)
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The warrants covered by this registration statement may be warrants for common shares and/or debt securities.
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(3)
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Each unit may consist of a combination of any two or more of the securities being registered hereby or debt obligations of third parties, including U.S. Treasury securities.
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