MRVL » Topics » Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

These excerpts taken from the MRVL 10-K filed Mar 28, 2008.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

        The information required by Item 403 of Regulation S-K is incorporated by reference to the information set forth under the caption "Security Ownership of Certain Beneficial Owners and Management" in our 2008 Proxy Statement.

135


Securities Authorized for Issuance under Equity Compensation Plans

Equity Compensation Plan Information

        The following table provides certain information with respect to all of our equity compensation plans in effect as of February 2, 2008:

Plan Category

  Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights
  Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights
  Number of Securities Remaining Available for Future Issuance under equity compensation plans (Excluding Securities Reflected in Column
Equity compensation plans approved by security holders(1)(2)   110,865,369   $ 14.77   126,847,745
Equity compensation plans not approved by security holders(3)   317,342   $ 0.15  
   
       
Total   111,182,711   $ 14.73   126,847,745
   
       

    (1)
    Includes the 1995 Stock Option Plan, the 1997 Directors' Stock Option Plan, the 2000 Employee Stock Purchase Plan the 2007 Directors' Stock Option Plan and shares of common stock reserved for issuance under option plans we assumed in connection with our acquisition of Galileo Technology Ltd. No further options will be awarded under the Galileo option plans.

    (2)
    The number of shares reserved for grant under the 1995 Stock Option Plan (the "1995 Plan") is subject to an annual increase in shares reserved for issuance equal to the lesser of (a) 40,000,000 shares, (b) 5.0% of the outstanding shares of capital stock on such date, or (c) an amount of shares determined by our Board of Directors. The number of shares reserved for issuance under the 2000 Employee Stock Purchase Plan includes an annual increase in shares reserved for issuance equal to the lesser of (a) 8,000,000 shares or (b) 1.5% of the outstanding shares of our capital stock. Stock options, restricted stock, restricted stock units or stock appreciation rights may be awarded under the 1995 Plan.

    (3)
    Consists of 106,966 shares of common stock reserved for issuance under options we granted to former option holders of SysKonnect GmbH in connection with our acquisition of SysKonnect GmbH, 187,968 shares of common stock reserved for issuance under options granted by the Company to former option holders of RADLAN Computer Communications Ltd. in connection with our acquisition of RADLAN Computer Communications Ltd. and 22,408 shares of common stock reserved for issuance under options we granted to former option holders of Asica, Inc. in connection with our acquisition of Asica, Inc.



Item 12.    
Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters




        The
information required by Item 403 of Regulation S-K is incorporated by reference to the information set forth under the caption "Security Ownership of
Certain Beneficial Owners and Management" in our 2008 Proxy Statement.



135









Securities Authorized for Issuance under Equity Compensation Plans



Equity Compensation Plan Information



        The following table provides certain information with respect to all of our equity compensation plans in effect as of February 2, 2008:
































































Plan Category

 Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights
 Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights
 Number of Securities Remaining Available for Future Issuance under equity compensation plans (Excluding Securities Reflected in Column
Equity compensation plans approved by security holders(1)(2) 110,865,369 $14.77 126,847,745
Equity compensation plans not approved by security holders(3) 317,342 $0.15 
  
    
Total 111,182,711 $14.73 126,847,745
  
    







    (1)
    Includes
    the 1995 Stock Option Plan, the 1997 Directors' Stock Option Plan, the 2000 Employee Stock Purchase Plan the 2007 Directors' Stock Option Plan and shares of common stock
    reserved for issuance under option plans we assumed in connection with our acquisition of Galileo Technology Ltd. No further options will be awarded under the Galileo option plans.


    (2)
    The
    number of shares reserved for grant under the 1995 Stock Option Plan (the "1995 Plan") is subject to an annual increase in shares reserved for issuance equal to the lesser of
    (a) 40,000,000 shares, (b) 5.0% of the outstanding shares of capital stock on such date, or (c) an amount of shares determined by our Board of Directors. The number of shares
    reserved for issuance under the 2000 Employee Stock Purchase Plan includes an annual increase in shares reserved for issuance equal to the lesser of (a) 8,000,000 shares or (b) 1.5% of
    the outstanding shares of our capital stock. Stock options, restricted stock, restricted stock units or stock appreciation rights may be awarded under the 1995 Plan.


    (3)
    Consists
    of 106,966 shares of common stock reserved for issuance under options we granted to former option holders of SysKonnect GmbH in connection with our acquisition of
    SysKonnect GmbH, 187,968 shares of common stock reserved for issuance under options granted by the Company to former option holders of RADLAN Computer Communications Ltd. in connection
    with our acquisition of RADLAN Computer Communications Ltd. and 22,408 shares of common stock reserved for issuance under options we granted to former option holders of Asica, Inc. in
    connection with our acquisition of Asica, Inc.





This excerpt taken from the MRVL 10-K filed Apr 13, 2006.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

The information required by Item 403 of Regulation S-K is incorporated by reference from the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our 2006 Proxy Statement.

104




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