fs82.htm

As filed with the Securities and Exchange Commission on September 6, 2007

Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REGISTRATION STATEMENT

THE SECURITIES ACT OF 1933

MIPS TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

Delaware	77-0322161
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1225 Charleston Road

Mountain View, CA 94043-1353

(Address of principal executive offices)

MIPS Technologies, Inc. 1998 Long-Term Incentive Plan, as amended

MIPS Technologies, Inc. Employee Stock Purchase Plan, as amended

(Full titles of the plans)

John E. Bourgoin

Chief Executive Officer and President

MIPS TECHNOLOGIES, INC.

1225 Charleston Road

Mountain View, CA 94043-1353

(Name and address of agent for service)

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

	Common Stock, $0.001 par value (4)			Common Stock, $0.001 par value (4)			Total
Amount to be Registered		1,743,818	(1)		231,871	(2)		1,975,689
Proposed Maximum Offering Price Per Share(3)	$	7.60		$	6.46
Proposed Maximum Aggregate Offering Price	$	13,253,016.80		$	1,497,886.66		$	14,750,903.46
Amount of Registration Fee	$	406.87		$	45.99		$	452.86

(1)	Represents 1,743,818 shares of Common Stock automatically reserved on July 1, 2007 for issuance upon the exercise of stock options that may be granted under the 1998 Long-Term Incentive Plan, as amended.

(2)	Represents 231,871 shares of Common Stock automatically reserved on July 1, 2007 for issuance upon the distribution of stock that may be purchased under the Employee Stock Purchase Plan, as amended.

(3)

The price shown is the average of the bid and asked price of the Common Stock reported on the Nasdaq National Market on September 4, 2007, in accordance with Rule 457(c) of the Securities Act of 1933, as amended (the “Securities Act”), and is being used solely for the purpose of calculating the registration fee. In the case of the Employee Stock Purchase Plan, this amount is multiplied by 85%, which amount is the percentage of the price per share applicable to purchases under the Employee Stock Purchase Plan.

(4)

This Registration Statement also covers rights to purchase shares of the Registrant's Series A Participating Preferred Stock (the "Rights") that are attached to all shares of the Registrant's common stock. Until the occurrence of certain prescribed events, the Rights are not exercisable, are evidenced by the certificates for common stock and will be transferable along with and only with the common stock. The value attributable to the Rights, if any, is reflected in the value of the common stock.

STATEMENT PURSUANT TO

GENERAL INSTRUCTION E TO FORM S-8

The contents of the Registrant’s Registration Statements on Form S-8 (Reg. Numbers 333-65693, 333-95339, 333-44526, 333-66028, 333-87172, 333-100092, 333-107849, 333-118129, 333-127436 and 333-144297), as filed with the Securities and Exchange Commission (the “Commission”) on October 15, 1998, January 25, 2000, August 25, 2000, July 27, 2001, April 29, 2002, September 25, 2002, August 11, 2003, August 11, 2004, August 11, 2005 and July 2, 2007 respectively, are incorporated by reference herein.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Pursuant to the requirements of the Securities Act, 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 Mountain View, California, on September 6, 2007.

MIPS TECHNOLOGIES, INC.

By: /s/ John E. Bourgoin

President, Chief Executive Officer and Director

SIGNATURES and POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. In addition, each person whose signature appears below constitutes and appoints John E. Bourgoin and Mervin S. Kato, each alone to act as his true and lawful attorney-in-fact and agent, each with the full power of substitution, for him and in his name in any and all capacities, to sign any or all amendments, including pre-effective and post-effective amendments, and supplements to this Registration Statement on Form S-8 relating to the Registrant’s 1998 Long-Term Incentive Plan and Employee Stock Purchase Plan, and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents 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 each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ John F. Bourgoin	President, Chief Executive Officer, and Director	September 6, 2007
John E. Bourgoin	(Principal Executive Officer)
/s/ Mervin S. Kato	Vice President and Chief Financial Officer	September 6, 2007
Mervin S. Kato	(Principal Financial and Accounting Officer)
/s/ Kenneth L. Coleman	Director	September 6, 2007
Kenneth L. Coleman
/s/ Jose E. Franca	Director	September 6, 2007
Jose E. Franca
/s/ Fred M. Gibbons	Director	September 6, 2007
Fred M. Gibbons
/s/ Robert R. Herb	Director	September 6, 2007
Rober R. Herb
/s/ Anthony B. Holbrook	Director and Chairman of the Board of Directors	September 6, 2007
Anthony B. Holbrook
/s/ William M. Kelly	Director	September 6, 2007
William M. Kelly

Item 8. Exhibits

Exhibit No.		Exhibit	Form	File No.		Filing Date		Exhibit No.		Filed Herewith
	4.01	Preferred Stock Rights Agreement	8-A		000-24487		11-18-03		10.11.3
	4.02	MIPS Technologies, Inc. 1998 Long-Term Incentive Plan, as amended	10-K		000-24487		9-8-04		10.8
	4.03	MIPS Technologies, Inc. Employee Stock Purchase Plan, as amended	10-Q		000-24487		2-14-01		10.9
	4.04	MIPS Technologies, Inc. Directors’ Stock Option Plan, as amended	10-Q		000-24487		5-10-02		10.10
	5.01	Opinion of Fenwick & West LLP								X
	23.01	Consent of Fenwick & West LLP (included in Exhibit 5.01)								X
	23.02	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm								X
	24.01	Power of Attorney (included on signature page)								X

MIPS Technologies, Inc.

1225 Charleston Road

Mountain View, CA 94043-1353

At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by MIPS Technologies, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on or about September 6, 2007 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 1,975,689 shares of the Company’s Common Stock (the “Stock”), subject to issuance by the Company upon the exercise of (a) stock options granted under the Company’s 1998 Long Term Incentive Plan, as amended (the “LTIP”), or (b) purchase rights granted or to be granted under the Company’s Employee Stock Purchase Plan, as amended (the “Purchase Plan”). The plans referred to in clauses (a) or (b) above are collectively referred to in this letter as the “Plans”. In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following.

(1)

the Company’s Certificate of Incorporation, certified by the Delaware Secretary of State on November 13, 2003.

(2)

the Company’s Bylaws, certified by the Company’s Secretary on September 6, 2007.

(3)

the Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference.

(4)

the Prospectuses prepared in connection with the Registration Statement.

(5)

the minutes of meetings and actions by written consent of the stockholders and Board of Directors that are contained in the Company's minute books in our possession.

(6)

the stock records that the Company has provided to us (consisting of a certificate from the Company’s transfer agent of even date herewith verifying the number of the Company’s issued and outstanding shares of capital stock as of the date hereof and a list of option and warrant holders respecting the Company’s capital and of any rights to purchase capital stock that was prepared by the Company and dated September 6, 2007 verifying the number of such issued and outstanding securities).

(7)

a Management Certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations (the “Management Certificate”).

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, 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 reviewed by us and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the certificates representing the Stock have been, or will be when issued, properly signed by authorized officers of the Company 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 render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America, of the State of California and of the Delaware General Corporation Law, the Delaware Constitution and reported judicial decisions relating thereto.

Based upon the foregoing, it is our opinion that the 1,975,689 shares of Stock that may be issued and sold by the Company upon the exercise of (a) stock options granted or to be granted under the LTIP or (b) purchase rights granted or to be granted under the Purchase Plan, when issued, sold and delivered in accordance with the applicable plan and purchase agreements to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and the relevant Prospectus, will be validly issued, fully paid and nonassessable.

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 is intended solely for use in connection with issuance and sale of shares 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,

	FENWICK & WEST LLP


	By: /s/ DANIEL J. WINNIKE
	Daniel J. Winnike, a Partner

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8), pertaining to the MIPS Technologies, Inc. 1998 Long-Term Incentive Plan, as amended, and the MIPS Technologies, Inc. Employee Stock Purchase Plan, as amended, of MIPS Technologies, Inc. of our reports dated June 28, 2007, with respect to the consolidated financial statements of MIPS Technologies, Inc. included in its Annual Report (Form 10-K) for the year ended June 30, 2006, and MIPS Technologies, Inc. management's assessment of the effectiveness of internal control over financial reporting, the effectiveness of internal control over financial reporting of MIPS Technologies, Inc., filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Palo Alto, California