S-8

As filed with the Securities and Exchange Commission on March 16, 2006

Registration No. 333-          

UNITED STATES
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
(State or other jurisdiction
of incorporation or organization) 77-0396307
(I.R.S. Employer
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:
Andrew Luh, Esq.
Sylvia Barboza, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California St.
MountainView, California 94041
(650) 988-8500
(Counsel to the Registrant)

CALCULATION OF REGISTRATION FEE

	Amount			Proposed
	to be			maximum		Proposed
Title of securities	registered			offering price		maximum aggregate			Amount of
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		4,024,578	(2)	$	10.015	$	40,306,148.67	(3)	$	4,312.76
To be issued under the 1999 Employee Stock Purchase Plan		1,165,796	(4)	$	10.015	$	11,675,446.94	(3)	$	1,249.27
Total		5,190,374			n/a	$	51,981,565.61	(3)	$	5,562.03

(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 of Common Stock automatically reserved in January 2006 for issuance pursuant to stock options, restricted shares and stock bonuses 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 10, 2006.

(4) Represents 804,916 shares of Common Stock automatically reserved in January 2006 for issuance upon the exercise of purchase rights that may be granted under the 1999 Employee Stock Purchase Plan and 360,880 shares that were automatically reserved in January 2005 for issuance upon the exercise of purchase rights that may be granted under the 1999 Employee Stock Purchase Plan but were not previously registered or issued.

TABLE OF CONTENTS

EXPLANATORY NOTE
STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 REGISTRATION OF ADDITIONAL SHARES
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference.
	Item 5. Interests of Named Experts and Counsel.
	Item 8. Exhibits.
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX
EXHIBIT 5.01
EXHIBIT 23.02
EXHIBIT 23.03

EXPLANATORY NOTE

     This registration statement on Form S-8 registers 4,024,578 additional shares of Common Stock automatically reserved for issuance under the Registrant’s 1999 Equity Incentive Plan and 1,165,796 additional shares of Common Stock automatically reserved for issuance upon the exercise of purchase rights that may be granted under the 1999 Employee Stock Purchase Plan, in each case pursuant to the terms of such plans.

STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
REGISTRATION OF ADDITIONAL SHARES

     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 (the “Commission”) on March 16, 2005 (Registration No. 333-123377), 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).

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Not required pursuant to General Instruction E to Form S-8.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Commission are incorporated herein by reference:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the Commission on March 15, 2006.

(b) All other reports filed pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in paragraph (a) above; and

(c) The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed on July 30, 1999 under Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

     In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or

superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 5. Interests of Named Experts and Counsel.

     Attorneys at Fenwick & West LLP have beneficial ownership of approximately 3,522 shares of the Registrant’s Common Stock.

Item 8. Exhibits.

4.01	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”)).
4.02	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).
4.03	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).
4.04	Form of Specimen Certificate for the Registrant’s common stock (incorporated by reference to Exhibit 4.01 to the Form S-1).
4.05	1999 Equity Incentive Plan (including Sub-Plan for UK employees), as amended, and related forms of notice of grant of stock options, stock option agreement, stock option exercise notice and joint election (for UK employees) (incorporated by reference to Exhibit 10.03 to Registrant’s Annual Report on Form 10-K filed with the Commission on March 16, 2006).
4.06	1999 Employee Stock Purchase Plan (including Sub-Plan for UK employees) and related enrollment forms, subscription agreements, notice of suspension, notice of withdrawal and joint election (for UK employees) (incorporated by reference to Exhibit 10.04 to Registrant’s Annual Report on Form 10-K filed with the Commission on March 16, 2006).
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 (Deloitte & Touche LLP).
23.03	Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP).
24.01	Power of Attorney (see signature page to this Registration Statement).

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, 2006.

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 Patrick Reutens, 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 Steve Tirado	Director, President and Chief Executive Officer (Principal Executive Officer)	March 16, 2006
/s/ Robert R. Freeman Robert R. Freeman	Chief Financial Officer (Principal Financial Officer)	March 16, 2006
/s/ William George William George	Director	March 16, 2006
/s/ Peter Hanelt Peter Hanelt	Director	March 16, 2006
/s/ John Hodge John Hodge	Director	March 16, 2006
/s/ David A. Hodges David A. Hodges	Director	March 16, 2006
/s/ Masood Jabbar Masood Jabbar	Director	March 16, 2006
/s/ William Raduchel William Raduchel	Director	March 16, 2006

EXHIBIT INDEX

Exhibit	Exhibit
Number	Title
4.01	Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.03 to the Form S-1).
4.02	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).
4.03	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).
4.04	Form of Specimen Certificate for the Registrant’s common stock (incorporated by reference to Exhibit 4.01 to the Form S-1).
4.05	1999 Equity Incentive Plan (including Sub-Plan for UK employees), as amended, and related forms of notice of grant of stock options, stock option agreement, stock option exercise notice and joint election (for UK employees) (incorporated by reference to Exhibit 10.03 to Registrant’s Annual Report on Form 10-K filed with the Commission on March 16, 2006).
4.06	1999 Employee Stock Purchase Plan (including Sub-Plan for UK employees) and related enrollment forms, subscription agreements, notice of suspension, notice of withdrawal and joint election (for UK employees) (incorporated by reference to Exhibit 10.04 to Registrant’s Annual Report on Form 10-K filed with the Commission on March 16, 2006).
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 (Deloitte & Touche LLP).
23.03	Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP).
24.01	Power of Attorney (see signature page to this Registration Statement).

EX-5.01

Exhibit 5.01

March 16, 2006

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 on or about March 16, 2006, under the Securities Act of 1933, as amended, in order to register an aggregate of 5,190,374 shares of your Common Stock (the “Stock”). The shares of Stock consist of: (1) 4,024,578 additional shares available for issuance under your 1999 Equity Incentive Plan (the “1999 Plan”) and (2) 1,165,796 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 (i) the number of outstanding shares of your capital stock; (ii) the number of shares of your

capital stock subject to outstanding options, warrants, conversion privileges and other rights to acquire stock (including but not limited to options granted or assumed by you pursuant to the 1995 Equity Incentive Plan of the Predecessor, the 1999 Plan, the 1999 Purchase Plan, the CMD Technology Inc. 1999 Stock Incentive Plan, the Silicon Communication Lab, Inc. 1999 Stock Option Plan and the TransWarp Networks, Inc. 2002 Stock Option/Stock Issuance Plan); and (iii) the number of shares of your capital stock reserved for future issuance under the equity plans listed in item 4(ii) above; and

(5)

a certificate from your transfer agent as to the number of outstanding shares of your capital stock as of March 15, 2006.

     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 4,024,578 additional shares of Stock that may be issued and sold by you pursuant to (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 1,165,796 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  

EX-23.02

Exhibit 23.02

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 15, 2006, relating to the consolidated financial statements of Silicon Image, Inc. (Company) for the year ended December 31, 2005, and our report dated March 15, 2006 on the Company’s internal control over financial reporting (which report expresses an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of a material weakness) appearing in the Annual Report on Form 10-K of Silicon Image, Inc. for the year ended December 31, 2005.

/s/ Deloitte & Touche LLP
San Jose, California
March 15, 2006

EX-23.03

Exhibit 23.03

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 consolidated financial statements which appears in the Silicon Image, Inc. Annual Report on Form 10-K for the year ended December 31, 2005.

/s/ PricewaterhouseCoopers LLP
San Jose, CA
March 15, 2006