S-8

As filed with the Securities and Exchange Commission on March 16, 2005

Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SILICON IMAGE, INC.

(Exact name of the Registrant as specified in its charter)

Delaware	77-0396307
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

1060 East Arques Ave.
Sunnyvale, California 94085
(Address of principal executive offices, including zip code)

1999 Equity Incentive Plan
1999 Employee Stock Purchase Plan
(Full titles of the plans)

Steve Tirado
Chief Executive Officer
Silicon Image, Inc.
1060 East Arques Ave.
Sunnyvale, California 94085
(408) 616-4000
(Name, address and telephone number,
including area code, of agent for service)

Copy to:
David K. Michaels, Esq.
Jenefer D. Swede, Esq.
Fenwick & West LLP
275 Battery Street
Suite 1600
San Francisco, California 94111
(415) 875-2300
(Counsel to the Registrant)

CALCULATION OF REGISTRATION FEE

	Amount			Proposed			Proposed
	to be			maximum			maximum
	registered			offering price			aggregate		Amount of
Title of securities to be registered	(1)			per share			offering price		registration fee
Common Stock, $0.001 par value
To be issued under the 1999 Equity Incentive Plan		3,906,580	(2)	$	10.595	(3)	$	41,390,215.10	$	4,872
To be issued under the 1999 Employee Stock Purchase Plan		420,436	(4)	$	10.595	(3)	$	4,454,519.42	$	524
Total		4,327,016					$	45,844,735.52	$	5,396

(1)	This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 1999 Equity Incentive Plan and 1999 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s common stock.
(2)	Represents shares automatically reserved for issuance upon the exercise of stock options that may be granted under the 1999 Equity Incentive Plan.
(3)	Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) promulgated under the Securities Act of 1933 and based upon the average of the high and low sales prices of Silicon Image Common Stock reported on the Nasdaq National Market on March 14, 2005.
(4)	Represents shares automatically reserved for issuance upon the exercise of purchase rights that may be granted under the 1999 Employee Stock Purchase Plan.

TABLE OF CONTENTS

	Item 5. Interests of Named Experts and Counsel.
	Item 8. Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.01
EXHIBIT 23.02

REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E

     This registration statement on Form S-8 registers 3,906,580 additional shares of common stock automatically reserved for issuance under the Registrant’s 1999 Equity Incentive Plan and 420,436 shares automatically reserved for issuance upon the exercise of purchase rights that may be granted under the 1999 Employee Stock Purchase Plan, pursuant to the terms of that plan. This registration statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statements on Forms S-8 filed with the Securities and Exchange Commission on March 23, 2004 (Registration No. 333-113856), January 28, 2003 (Registration No. 333-102771), April 16, 2002 (Registration No. 333-86324), May 18, 2001 (Registration No. 333-61218), April 27, 2000 (Registration No. 333-35738) and October 6, 1999 (Registration No. 333-88543).

Item 5. Interests of Named Experts and Counsel.

     Attorneys at Fenwick & West LLP have beneficial ownership of approximately 3,514 shares of the Registrant’s Common Stock.

Item 8. Exhibits.

3.01	Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.03 to the Registrant’s Registration Statement on Form S-1 (File No. 333-83665), as amended, declared effective by the Securities and Exchange Commission on October 5, 1999 (the “Form S-1”).
3.02	Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.04 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2001).
3.03	Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.01 to the Registrant’s Form 8-K filed with the Commission on February 4, 2005.)
4.01	Form of Specimen Certificate for the Registrant’s common stock (incorporated by reference to Exhibit 4.01 to the Form S-1).
4.02	Third Amended and Restated Investors Rights Agreement dated July 29, 1998 among the Registrant and certain stockholders named therein (incorporated by reference to Exhibit 4.04 to the Form S-1).
4.03	1999 Equity Incentive Plan of the Registrant, as amended, and related forms of stock option agreements and stock option exercise agreements (incorporated by reference to Exhibit 10.03 to Registrant’s Annual Report on Form 10-K filed with the Commission on March 15, 2004).
4.04	1999 Employee Stock Purchase Plan of the Registrant and related enrollment form, notice of suspension and notice of withdrawal (incorporated by reference to Exhibit 10.04 to the Form S-1).
5.01	Opinion of Fenwick & West LLP.
23.01	Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02	Consent of Independent Registered Public Accounting Firm.
24.01	Power of Attorney (see page 5).

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SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant, Silicon Image, 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 Sunnyvale, State of California, on this 16th day of March, 2005.

SILICON IMAGE, INC.
By:	/s/ Steve Tirado
	Steve Tirado
	President and Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Steve Tirado and Robert B. Gargus, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, 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 on Form S-8, and to file the same with all exhibits thereto and all 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 and about the premises, 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 his or their substitute or substitutes, 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/ Steve Tirado	President and Chief Executive	March 16, 2005
Steve Tirado	Officer (Principal Executive
	Officer) and Director
/s/ Robert G. Gargus	Vice President, Finance and	March 16, 2005
Robert G. Gargus	Administration and Chief
	Financial Officer (Principal
	Financial Officer)
/s/ Dale Brown	Chief Accounting Officer	March 16, 2005
Dale Brown	(Principal Accounting Officer)
/s/ David Courtney	Director	March 16, 2005
David Courtney
/s/ David A. Hodges	Director	March 16, 2005
David A. Hodges
/s/ David D. Lee	Director	March 16, 2005
David D. Lee
/s/ Keith McAuliffe	Director	March 16, 2005
Keith McAuliffe
/s/ Christopher Paisley	Chairman of the Board	March 16, 2005
Christopher Paisley

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EXHIBIT INDEX

Exhibit	Exhibit
Number	Title

3.01	Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.03 to the Form S-1).
3.02	Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.04 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2001).
3.03	Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.01 to the Registrant’s Form 8-K filed with the Commission on February 4, 2005.)
4.01	Form of Specimen Certificate for the Registrant’s common stock (incorporated by reference to Exhibit 4.01 to the Form S-1).
4.02	Third Amended and Restated Investors Rights Agreement dated July 29, 1998 among the Registrant and certain stockholders named therein (incorporated by reference to Exhibit 4.04 to the Form S-1).
4.03	1999 Equity Incentive Plan of the Registrant, as amended, and related forms of stock option agreements and stock option exercise agreements (incorporated by reference to Exhibit 10.03 to Resgitrant’s Annual Report on Form 10-K filed with the Commission on March 15, 2004).
4.04	1999 Employee Stock Purchase Plan of the Registrant and related enrollment form, notice of suspension and notice of withdrawal (incorporated by reference to Exhibit 10.04 to the Form S-1).
5.01	Opinion of Fenwick & West LLP.
23.01	Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02	Consent of Independent Registered Public Accounting Firm.
24.01	Power of Attorney (see page 3).

EX-5.01

Exhibit 5.01

[Letterhead of Fenwick & West LLP]

March 16, 2005

Silicon Image, Inc.
1060 East Arques Ave.
Sunnyvale, California 94086

     Ladies and Gentlemen:

     At your request, we have examined the registration statement on Form S-8 (the “Registration Statement”) to be filed by you with the Securities and Exchange Commission (the “SEC”) on or about March 16, 2005, under the Securities Act of 1933, as amended, in order to register an aggregate of 4,327,016 shares of your Common Stock (the “Stock”). The shares of Stock consist of: (1) 3,906,580 additional shares available for issuance under your 1999 Equity Incentive Plan (the “1999 Plan”) and (2) 420,436 additional shares available for issuance under your 1999 Employee Stock Purchase Plan (the “1999 Purchase Plan”).

     In rendering the opinion, we have examined the following:

(1)	the Registration Statement, together with the exhibits filed as part thereof or incorporated therein by reference including without limitation the 1999 Plan and the 1999 Purchase Plan and the forms of agreements and documents related thereto) and the prospectuses prepared in connection therewith;
(2)	your Second Amended and Restated Certificate of Incorporation (filed with the Secretary of State of Delaware on October 12, 1999), Certificate of Amendment of Second Amended and Restated Certificate of Incorporation (filed with the Secretary of State of Delaware on June 25, 2001) and your Restated Bylaws certified by the Secretary of the Company on January 31, 2005;
(3)	the minutes of meetings and actions by written consent of the stockholders and Board of Directors that are contained in your minute books and in the minute books of Silicon Image, Inc., a California corporation (the “Predecessor”), that are in our possession;
(4)	a Management Certificate executed by you, addressed to us and dated of even date herewith, which contains certain factual and other representations (including without limitation representations as to the number of outstanding shares of capital stock, number of shares of capital stock subject to outstanding options and warrants, number of other convertible securities or rights outstanding and number of shares of capital stock reserved for issuance pursuant to the 1999 Plan, 1999 Purchase Plan,

1995 Equity Incentive Plan of your predecessor, CMD Technology Inc. 1999 Stock Incentive Plan, Silicon Communication Lab, Inc. 1999 Stock Option Plan and TransWarp Networks, Inc 2002 Stock Option/Stock Issuance Plan previously assumed by you, and other options granted outside your option plans or the option plans of your predecessor); and

(5)   a certificate from your transfer agent as to the number of outstanding shares of your capital stock as of March 15, 2005.

     In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals and the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document and the due authorization, execution and delivery of all such documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the certificates representing the Stock will be, when issued, properly signed by your authorized officers or their agents.

     As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of the Company to us, including but not limited to those set forth in the Management Certificate. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

     We are admitted to practice law in the State of California, and we express no opinion herein with respect to the application or effect of the laws of any jurisdiction other than the existing laws of the United States of America and the State of California and the Delaware General Corporation Law, the Delaware Constitution and reported judicial decisions relating thereto.

     Based upon the foregoing, it is our opinion that:

(1)   the 3,906,580 additional shares of Stock that may be issued and sold by you upon (i) the exercise of stock options, (ii) the purchase of restricted stock or (iii) awards of stock bonuses, that have been or may be granted or awarded by you under the 1999 Plan, when issued, sold and delivered in accordance with the 1999 Plan, the stock option grant and exercise agreements, restricted stock purchase agreements and stock bonus agreements entered into or to be entered into thereunder, and in the manner and for the consideration referred to in the Form S-8 prospectus associated with the 1999 Plan and the Registration Statement, will be validly issued, fully paid and non-assessable; and

(2)   the 420,436 additional shares of Stock that may be issued and sold by you upon the exercise of purchase rights granted or to be granted under the 1999 Purchase Plan, when issued, sold and delivered in accordance with the 1999 Purchase Plan, stock purchase and other agreements entered into or to be entered into thereunder, and in the manner and for the consideration referred to in the Form S-8 prospectus associated with the 1999 Purchase Plan and the Registration Statement, will be validly issued fully paid and non-assessable.

     We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectus constituting a part thereof and any amendments thereto. This opinion speaks only as of its date and we assume no obligation to update this opinion should circumstances change after the date hereof. This opinion is intended solely for use in connection with issuance and sale of the Stock subject to the Registration Statement and is not to be relied upon for any other purpose. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.

Very truly yours,

/s/ Fenwick & West LLP

FENWICK & WEST LLP

EX-23.02

Exhibit 23.02

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 14, 2005 relating to the financial statements and management’s assessment of the effectiveness of internal controls over financial reporting and the effectiveness of internal controls over financial reporting of Silicon Image, Inc. which appears in the Silicon Image, Inc. Annual Report on Form 10-K for the year ended December 31, 2004.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
San Jose, CA
March 15, 2005