Marvell Technology Group LTD. Form S-8

4th Floor
Windsor Place
22 Queen Street
P.O. Box HM 1179
Hamilton HM EX
Bermuda

(Address of principal executive officers and telephone numbers)

Options Assumed by Marvell Technology Group Ltd. Originally Granted Under
the Radlan Computer Communications Ltd. Key Employee Share Incentive Plan (2002), the Radlan
Computer Communications Ltd. Key Employee Share Incentive Plan (1998) and the Radlan Computer
Communications Ltd. 2003 Stock Option Plan

Matthew Gloss
Vice President of Business Affairs and General Counsel
Marvell Semiconductor, Inc.
700 First Avenue
Sunnyvale, California 94089
(408) 222-2500

(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)

(1)		Pursuant to Rule 416(a) of the Securities Act of 1933 this Registration Statement also covers shares issued pursuant to antidilution provisions set forth in the option agreements.

(2)		Estimated solely for the purposes of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low sale prices of the Registrant’s Common Stock on the Nasdaq National Market on June 24, 2003.

The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933.

Marvell Technology Group Ltd. (the “Registrant”) acquired all of the issued and outstanding capital stock of Radlan Computer Communication Ltd. (“Radlan”) pursuant to a Share Purchase Agreement, among the Registrant and Radlan. The shares to be registered hereunder are issuable pursuant to options assumed by the Registrant that were originally granted under the Radlan Computer Communication Ltd. Key Employee Share Incentive Plan (2002), Radlan Computer Communication Ltd. Key Employee Share Incentive Plan (1998) and the Radlan Computer Communication Ltd. 2003 Stock Option Plan.

•

Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

The following documents filed by Registrant (File No. 0-30877) with the Securities and Exchange Commission are incorporated by reference in this Registration Statement:

(1) The Registrant’s Annual Report on Form 10-K for the fiscal year ended February 1, 2003;

(2) The Registrant’s Current Report on Form 8-K filed under the Exchange Act on February 6, 2003;

(3) The Registrant’s Quarterly Report on Form 10-Q filed under the Exchange Act for the fiscal quarter ended May 3, 2003;

(4) The Registrant’s Current Report on Form 8-K filed under the Exchange Act on June 27, 2003; and

(5) The description of Registrant’s Common Stock contained in Registrant’s registration statement on Form 8-A, filed June 22, 2000 pursuant to Section 12(g) of the Securities Exchange Act of 1934 including any amendment or report filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

Set forth below is a description of certain provisions of the Companies Act of 1981 of Bermuda (the “Companies Act”), the Company’s Memorandum of Association, as presently in effect (the “Memorandum of Association”), and the Company’s Bye-laws (the “Bye-laws”), as such provisions relate to the indemnification of the directors and officers of the Company. This description is intended only as a summary and is qualified in its entirety by reference to the applicable provisions of the Companies Act, the Company’s Memorandum of Association and the Company’s Bye-laws, which are incorporated herein by reference.

The Companies Act permits the Company to indemnify its directors or officers in their capacity as such in respect of any loss arising or liability attaching to them by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which a director or officer may be guilty in relation to the Company other than in respect of his own fraud or dishonesty.

The Bye-laws provide that every director, officer, committee member and any resident representative of the Company be indemnified against any liabilities, loss, damage or expense incurred or suffered in such capacity, subject to limitations imposed in the Companies Act. The Bye-laws further provide that to the extent that any director, officer, committee member or resident representative of the Company is successful in defending any proceedings, whether civil or criminal, the Company will indemnify the individual for all liabilities incurred in such capacity.

Bye-law 31 stipulates that each shareholder and the Company agree to waive any claim or right of action against any director, officer or committee member, in respect of any failure to act or any action taken by such director, officer or committee member in the performance of his duties with or for the Company. The waiver does not extend to claims arising under United States federal securities laws or any claims, rights of action arising from the fraud of the director, officer, committee member or to recover any gain, personal profit or advantage to which such individual is not legally entitled.

There has not been in the past and there is not presently pending any litigation or proceeding involving a director, officer, employee or agent of the Company which could give rise to an indemnification obligation on the part of the Company. In addition, except as described herein, the Board of Directors is not aware of any threatened litigation or proceeding which may result in a claim for indemnification.


	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:


	(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed


	with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;


	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.


	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(a) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 the 30th day of June, 2003.

Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative of the Registrant in the United States, has signed this Registration Statement in the City of Sunnyvale, State of California, on the 30th day of June, 2003.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints SEHAT SUTARDJA and GEORGE HERVEY, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, 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, and to file the same, with exhibits thereto and other 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, 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 his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

-7- EX-5.1 3 f91176exv5w1.txt EXHIBIT 5.1 Exhibit 5.1 JMVS/124194.11 Direct Telephone: (441) 298 3240 Direct e-mail: jvirgil@ask.bm 30 June 2003 Marvell Technology Group Ltd. 4th Floor, Windsor Place 22 Queen Street P.O. Box HM 1179 Hamilton HM EX, Bermuda Dear Sirs: MARVELL TECHNOLOGY GROUP LTD. We have acted as attorneys in Bermuda for Marvell Technology Group Ltd., a Bermuda company (the "Company") in connection with its filing with the United States Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") with respect to 321,963 of the Company's common shares of par value US$0.002 per share issuable pursuant to options assumed by the Company that were originally granted under the Radlan Computer Communication Ltd. Key Employee Share Incentive Plan (1998), the Radlan Computer Communication Ltd. Key Employee Share Incentive Plan (2002) and the Radlan Computer Communication Ltd. 2003 Stock Option Plan (as amended) (together, the "Common Shares"). For the purposes of this opinion we have examined and relied upon the documents listed, and in some cases defined, in the Schedule to this opinion (the "Documents") together with such other documentation as we have considered requisite to this opinion. ASSUMPTIONS In stating our opinion we have assumed: a) the authenticity, accuracy and completeness of all Documents and other documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other documentation submitted to us as certified, conformed, notarised or photostatic copies; b) the genuineness of all signatures on the Documents; c) that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent; Marvell Technology Group Ltd. 30 June 2003 -2- d) that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would have a material effect on any of the opinions herein expressed; e) that all representations and factual statements appearing in the Registration Statement, the Plans and the Resolutions, other than as to the laws of Bermuda, are true, accurate and complete in all material respects; f) that the Resolutions are in full force and effect and have not been rescinded, either in whole or in part, and accurately record the resolutions passed by the Board of Directors of the Company in meetings which were duly convened and at which a duly constituted quorum was present and voting throughout and further that there is no matter affecting the authority of the Directors to bring about the issue of the Common Shares by the Company under the terms of the Plans, not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein; g) that any option award granted under the Plans relevant to this opinion (collectively, "Awards") constitute the legal, valid and binding obligations of the parties thereto, other than the Company; h) that each Director of the Company, when the Board of Directors of the Company passed the Board Resolutions, discharged his fiduciary duty owed to the Company and acted honestly and in good faith with a view to the best interests of the Company; i) that the Company has entered into its obligations under the Plans in good faith for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing that the transactions contemplated in the respective Plan would benefit the Company; j) that at the time of issue by the Share Incentive Committee of the Board of Directors of Radlan Computer Communications Ltd. (the "Radlan Committee") of any Award, such Radlan Committee was duly constituted having the necessary powers and authorities to issue Awards pursuant to the Plans; k) that at the time of issue by the Stock Option Committee of the Board of Directors (the "Committee") of any Common Shares pursuant to any such Award, such Committee is a duly constituted committee of the Board of Directors of the Company having the necessary powers and authorities to issue Common Shares pursuant to the Plans; l) that the approval of the issue of any Common Shares under Awards will be duly made either at a duly convened and quorate meeting of the Board of Directors of the Company, or at a duly convened and quorate meeting of the Committee in a manner complying with the terms of the Bye-laws of the Company then in force Marvell Technology Group Ltd. 30 June 2003 -3- and within the authority then given to the Committee by the Board of Directors of the Company; m) that when the issue of any Common Shares under the Plans is authorised, the issue price will not be less than the par value of the Shares and that the Company will have sufficient authorised share capital to effect such issue and will continue to hold the necessary consent from the Bermuda Monetary Authority for such share issue; n) that in any case where Common Shares are issued by the Company pursuant to the Plans on the terms of an Award that does not require the allottee to pay to the Company a cash subscription price for such Common Shares, the Company will receive prior to the allotment of shares a transfer to it of assets from the allottee with a fair value at least equivalent to the aggregate par value of the Shares issued to him pursuant to that Award; o) that when filed with the Securities and Exchange Commission, the Registration Statement will not differ in any material respect from the draft referred to in paragraph 1 of the Schedule; p) that the records which were the subject of the Company Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Company Search been materially altered; and q) that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Litigation Search been materially altered. OPINION Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that when issued and allotted by the Board of Directors of the Company or by the Committee pursuant to Awards and when fully paid for pursuant to and in accordance with the terms and conditions of the Plans, as contemplated by the Plans, the Common Shares will be validly issued, fully-paid and non-assessable shares in the capital of the Company. RESERVATIONS We have the following reservations: (a) We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the Marvell Technology Group Ltd. 30 June 2003 -4- laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof. (b) Any reference in this opinion to Common Shares being "non-assessable" shall mean, in relation to fully paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and the holder of such Common Shares, that no shareholder shall be bound by an alteration to the Memorandum of Association or Bye-laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company. (c) Searches of the Register of Companies at the office of the Registrar of Companies are not conclusive and it should be noted that the Register of Companies does not reveal: (i) details of matters which have been lodged for filing or registration which as a matter of general practice of the Registrar of Companies would have or should have been disclosed on the public file but have not actually been registered or to the extent that they have been registered have not been disclosed or do not appear in the public records at the date and time the search is concluded; or (ii) details of matters which should have been lodged for registration but have not been lodged for registration at the date the search is concluded. (d) In order to issue this opinion we have carried out the Searches as referred to in the Schedule and have not enquired as to whether there has been any change since the date of the Searches. DISCLOSURE This opinion is addressed to you in connection with the registration of the Common Shares with the Securities and Exchange Commission. Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change. We hereby consent to the inclusion of the opinion as an exhibit to the Registration Statement. This opinion is governed by and is to be construed in accordance with Bermuda law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than Bermuda. Yours faithfully /s/ Appleby Spurling & Kempe Marvell Technology Group Ltd. 30 June 2003 SCHEDULE 1. An electronic copy of the draft of the Registration Statement received on 30 June 2003 (excluding the exhibits and excluding the documents incorporated by reference). 2. An electronic copy of each of Radlan Computer Communication Ltd. Key Employee Share Incentive Plan (1998), the Radlan Computer Communication Ltd. Key Employee Share Incentive Plan (2002) and the Radlan Computer Communication Ltd. 2003 Stock Option Plan (as amended) (together, the "Plans"). 3. Copies of the Minutes of the meetings of the Board of Directors of the Company held on 9 January 2003 and 4 February 2003 (the "Resolutions") 4. The entries and filings shown in respect of the Company on the file of the Company maintained in the Register of Companies at the office of the Registrar of Companies in Hamilton, Bermuda, as revealed by a search done on 30 June 2003 (the "Company Search"); 5. The entries and filings shown in respect of the Company in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a search done on 30 June 2003 (the "Litigation Search"); (The Company Search and the Litigation Search are collectively referred to as the "Searches") 6. Copies of the Certificate of Incorporation, Memorandum of Association and Bye-laws of the Company incorporating all amendments to 21 June 2001 (collectively referred to as the "Constitutional Documents"); 7. A copy of the permissions dated 31 May 2000 given by the Bermuda Monetary Authority under the Exchange Control Act (1972) and related regulations for the issue of shares in the capital of the Company. EX-23.1 4 f91176exv23w1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 2003 relating to the financial statements of Marvell Technology Group Ltd., which appears in Marvell Technology Group Ltd.'s Annual Report on Form 10-K for the year ended February 1, 2003. /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP San Jose, California June 27, 2003 -----END PRIVACY-ENHANCED MESSAGE-----


	Item 1. Plan Information.*
	Item 2. Registrant Information and Employee Plan Annual Information.*
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Certain Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemptions from Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.1


5.1		Opinion of Appleby Spurling & Kempe.

23.1		Consent of PricewaterhouseCoopers LLP, Independent Accountants.

23.2		Consent of Appleby Spurling & Kempe included in Exhibit 5.1 hereto).

24.1		Power of Attorney (see signature page hereto).


Signature	Title	Date



/s/ Sehat Sutardja Dr. Sehat Sutardja	Co-Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer)	June 30, 2003



/s/ George Hervey George Hervey	Vice President of Finance and Chief Financial Officer (Principal Financial and Accounting Officer)	June 30, 2003



/s/ Diosdado P. Banatao Diosdado P. Banatao	Co-Chairman of the Board	June 30, 2003


Signature	Title	Date




/s/ Manuel Alba Manuel Alba	Director	June 30, 2003



/s/ Weili Dai Weili Dai	Director	June 30, 2003



Herbert Chang	Director	June , 2003



/s/ John M. Cioffi John M. Cioffi	Director	June 30, 2003



/s/ Paul R. Gray Paul R. Gray	Director	June 30, 2003



/s/ Pantas Sutardja Pantas Sutardja	Director	June 30, 2003



/s/ Ron Verdoorn Ron Verdoorn	Director	June 30, 2003



5.1		Opinion of Appleby Spurling & Kempe.

23.1		Consent of PricewaterhouseCoopers LLP, Independent Accountants.

23.2		Consent of Appleby Spurling & Kempe (included in Exhibit 5.1 hereto).

24.1		Power of Attorney (see signature page hereto).

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Bermuda (State or other jurisdiction of incorporation or organization)		77-0481679 (I.R.S. Employer Identification No.)


		MARVELL TECHNOLOGY GROUP LTD.


		By:		/s/ Sehat Sutardja Sehat Sutardja President and Chief Executive Officer (Principal Executive Officer)


		By:		/s/ Sehat Sutardja Dr. Sehat Sutardja President and Chief Executive Officer