As filed with the Securities and Exchange Commission on September 15, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITRODE CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 04-2271186
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7 CONTINENTAL BOULEVARD
MERRIMACK, NEW HAMPSHIRE 03054
(Address of principal executive offices) (Zip Code)
UNITRODE CORPORATION
1992 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
ROBERT L. GABLE
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
UNITRODE CORPORATION
7 CONTINENTAL BOULEVARD
MERRIMACK, NEW HAMPSHIRE 03054
(603) 424-2410
(Name, address and telephone number, including area code, of agent for service)
Copy to:
DAVID T. BREWSTER
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108
(617) 573-4825
_______________________________________________________________________________
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT PRICE AGGREGATE AMOUNT OF
TO BE TO BE OFFERING OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE (1) PRICE FEE
_______________________________________________________________________________
COMMON STOCK 1,000,000 $30.81 $30,810,000.00 $10,624.14
(par value shs.
$.20 per
share)
(1) Estimated solely for the purpose of determining
the registration fee pursuant to Rule 457(h).
The proposed maximum offering price per share is
based upon the average of the high and low prices
for the stock on the New York Stock Exchange on
September 13, 1995.
Pursuant to General Instruction E of Form S-8, the contents of
Registrant's earlier Registration Statement on Form S-8,
File No. 33-54542, filed November 13, 1992 are hereby incorporated herein
by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 2-418 of the Maryland General Corporation Law
establishes provisions whereby a Maryland corporation may
indemnify a present or former director or officer made party
to an action or proceeding by reason of service in that capacity
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred in connection with such action or proceeding
unless it is established that: (1) the act or omission of the
director or officer was material to the matter giving rise to the
action or proceeding and was either committed in bad faith or was
the result of active and deliberate dishonesty; (2) the director
or officer actually received an improper personal benefit in
money, property or services; or (3) in the case of any criminal
proceeding, the director or officer had reasonable cause to
believe that the act or omission was unlawful. However, if the
action or proceeding is a derivative suit in favor of the
corporation, indemnification may not be made if the individual is
adjudged to be liable to the corporation. In no case may
indemnification be made until a determination has been reached
that the director or officer has met the applicable standard of
conduct. Unless the charter of a Maryland corporation provides
otherwise, which the charter of Unitrode Corporation (the "Company")
does not, indemnification for reasonable expenses is mandatory if
the director or officer has been successful on the merits or
otherwise in the defense of any action or proceeding covered by
the indemnification statute. The statute also provides for
indemnification of directors and officers by court order. The
indemnification provided or authorized in the indemnification
statute does not preclude a corporation from extending other
rights (indemnification or otherwise) to directors and officers.
The by-laws of the Company provide for indemnification of any
person who is serving or has served as a director or officer of
the Company against all liabilities and expenses incurred in
connection with any action, suit or proceeding arising out of
such service to the full extent permitted under Maryland law.
The Company's officers and directors are insured against
certain liabilities under a policy maintained by the Company with
aggregate coverage of $10,000,000.
ITEM 8. EXHIBITS
4.1 Articles of Restatement of the Charter of the
Company and Articles of Amendment to the Charter
of the Company, previously filed and incorporated
by reference to Exhibit 3A to the Company's Form
10-K filed May 1, 1989.
4.2 Articles Supplementary to the Charter of the
Company, previously filed and incorporated by
reference to Exhibits 3(A)(1) and 6 to the
Company's Form 8-K filed May 4, 1990.
4.3 Articles of Amendment to the Charter of the
Company, previously filed and incorporated by
reference to Exhibit 3B to the Company's Form 10-K
filed May 4, 1992.
4.4 By-Laws of the Company, previously filed and
incorporated by reference to Exhibit 3B to the
Company's Form 10-K filed May 4, 1992.
4.5 Amendment No. 1 to the Unitrode Corporation 1992
Employee Stock Option Plan
5.1 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ballard Spahr Andrews & Ingersoll
(included in Exhibit 5.1)
24.1 Powers of Attorney (included on page 4 hereof)
SIGNATURES
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 Merrimack, State of New Hampshire, on this 15th day
of September, 1995.
Unitrode Corporation
(Registrant)
By: /s/ Robert L. Gable
______________________________
Robert L. Gable, Chairman,
President and Chief Executive Officer
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints
Robert L. Gable and Allan R. Campbell, jointly and severally, his
attorneys-in-fact, each with the power of substitution, for him
in any and all capacities, to sign any amendments to this
Registration Statement (including post-effective amendments), and
to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, 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.
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 date indicated.
NAME TITLE DATE
/s/ Robert L. Gable Chairman, September 15, 1995
__________________________ President, Chief
Robert L. Gable Executive Officer
and Director
/s/ Cosmo S. Trapani Executive Vice September 15, 1995
__________________________ President and
Cosmo S. Trapani Chief Financial
Officer
/s/ Peter A. Brooke Director September 15, 1995
__________________________
Peter A. Brooke
/s/ Edward H. Browder Director September 15, 1995
__________________________
Edward H. Browder
/s/ Arthur L. Goldstein Director September 15, 1995
__________________________
Arthur L. Goldstein
/s/ Kenneth Hecht Director September 15, 1995
___________________________
Kenneth Hecht
EXHIBIT INDEX
Sequential
Exhibit No. Description of Exhibit Page No.
4.1 Articles of Restatement of the Charter of the
Company and Articles of Amendment to the Charter
of the Company, previously filed and incorporated
by reference to Exhibit 3A to the Company's Form
10-K filed May 1, 1989.
4.2 Articles Supplementary to the Charter of the
Company, previously filed and incorporated by
reference to Exhibits 3(A)(1) and 6 to the
Company's Form 8-K filed May 4, 1990.
4.3 Articles of Amendment to the Charter of the
Company, previously filed and incorporated by
reference to Exhibit 3B to the Company's Form 10-K
filed May 4, 1992.
4.4 By-Laws of the Company, previously filed and
incorporated by reference to Exhibit 3B to the
Company's Form 10-K filed May 4, 1992.
4.5 Amendment No. 1 to the Unitrode Corporation 1992
Employee Stock Option Plan
5.1 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ballard Spahr Andrews & Ingersoll
(included in Exhibit 5.1)
24.1 Powers of Attorney (included on page 4 hereof)
EXHIBIT 4.5
AMENDMENT NO. 1 TO
THE UNITRODE CORPORATION 1992
EMPLOYEE STOCK OPTION PLAN
The Unitrode Corporation 1992 Employee Stock Option
Plan (the "Plan") is hereby amended in accordance with the
provisions of Section 10 of the Plan by the Board of Directors,
as follows:
1. Section 2 of the Plan is amended by increasing the
aggregate number of shares of the Common Stock par
value $.20 per share, of the Corporation available
for issuance upon exercise of options or stock
appreciation rights granted under the Plan from
1,000,000 to 2,000,000.
2. Section 5 of the Plan is amended by adding a new
subsection (d) as follows:
"(d) Limitation on Number of Options and SARs
Granted in Any Fiscal Year. The number of options
and SARs that may be granted to an individual
employee during any fiscal year shall be limited
to 100,000.
3. This Amendment, adopted on the date set forth
below, which shall be the effective date (the
"Effective Date"), is subject to approval and
ratification by the stockholders of the
corporation at the 1995 Annual Meeting of
Stockholders, or any adjournment or postponement
thereof. In the event that this Amendment is not
approved and ratified by the stockholders within
one year of the Effective Date, the Amendment
shall be null and void.
April 28, 1995 UNITRODE CORPORATION
By: /s/ Allan R. Campbell
Secretary
EXHIBIT 5.1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL]
September 15, 1995
Unitrode Corporation
7 Continental Boulevard
Merrimack, New Hampshire 03054
Re: Unitrode Corporation:
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as Maryland counsel to Unitrode
Corporation, a Maryland corporation (the "Company"), in
connection with certain matters of Maryland law arising out of
the registration of up to 1,000,000 shares (the "Shares") of
common stock, $.20 par value per share (the "Common Stock"), by
the Company, covered by the above-referenced Registration
Statement (the "Registration Statement") under the Securities Act
of 1933, as amended (the "1933 Act"). The Shares are to be
issued by the Company pursuant to The Unitrode Corporation 1992
Employee Stock Option Plan (the "Plan"), as amended by Amendment
No. 1 to the Plan, attached as Exhibit 4.5 to the Registration
Statement (the "Amendment"). Unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed to
them in the Registration Statement.
This opinion is being delivered to you in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under
the 1933 Act.
In connection with our representation of the Company,
and as a basis for the opinion hereinafter set forth, we have
examined and are familiar with originals, or copies certified or
otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the
"Documents"):
1. The Registration Statement;
2. A specimen of the certificate representing the
Common Stock, certified as of a recent date by the Secretary of
the Company;
3. The charter of the Company, certified as of a
recent date by the State Department of Assessments and Taxation
of Maryland (the "SDAT");
4. The Bylaws of the Company, certified as of a
recent date by its Secretary;
5. Resolutions adopted by the Board of Directors of
the Company relating to the approval of the Plan, the
authorization of the issuance of 1,000,000 shares of Common Stock
to be issued pursuant to the Plan, the approval of the Amendment
and the authorization of the issuance of the Shares pursuant to
the Plan, as amended by the Amendment, certified as of a recent
date by the Secretary of the Company;
6. A certificate as of a recent date of the SDAT as
to the good standing of the Company;
7. A certificate executed by Allan R. Campbell,
Secretary of the Company, dated September 15, 1995;
8. Copies of the Plan and the Amendment, certified as
of a recent date by the Secretary of the Company; and
9. Such other documents and matters as we have deemed
necessary or appropriate to express the opinion set forth in this
letter, subject to the assumptions, limitations and
qualifications noted below.
In expressing the opinion set forth below, we have
assumed, and so far as is known to us there are no facts
inconsistent with, the following:
1. Each of the parties (other than the Company)
executing any of the Documents has duly and validly executed and
delivered each of the Documents to which such party is a
signatory, and such party's obligations set forth therein are
legal, valid and binding and are enforceable in accordance with
all stated terms except as limited (a) by bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other laws
relating to or affecting the enforcement of creditors' rights and
(b) by general equitable principles, whether applied in law or in
equity.
2. Each individual executing any of the Documents on
behalf of a party (other than the Company) is duly authorized to
do so.
3. Each individual executing any of the Documents is
legally competent to do so.
4. All Documents submitted to us as originals are
authentic. All Documents submitted to us as certified or
photostatic copies conform to the original documents. All
signatures on all Documents are genuine. All public records
reviewed or relied upon by us or on our behalf are true and
complete. All statements and information contained in the
Documents are true and complete.
The phrase "known to us" is limited to the actual
knowledge, without independent inquiry, of the lawyers at our
firm who have performed legal services in connection with the
issuance of this opinion.
Based upon the foregoing, and subject to the
assumptions, limitations and qualifications stated herein, it is
our opinion that:
1. The Company is a corporation duly incorporated and
existing under and by virtue of the laws of the State of Maryland
and is in good standing with the SDAT.
2. The Shares have been duly authorized by requisite
corporate action by the Company and, when issued and delivered
against payment therefor in the manner described in the Plan, as
amended by the Amendment, and in the Registration Statement, will
be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive
laws of the State of Maryland and we do not express any opinion
herein concerning any other law.
We assume no obligation to supplement this opinion if
any applicable law changes after the date hereof or if we become
aware of any fact that might change the opinion expressed herein
after the date hereof.
This opinion is being furnished to you solely for your
benefit. Accordingly, it may not be relied upon by, quoted in
any manner to, or delivered to any other person or entity
without, in each instance, our prior written consent.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of the name
of our firm therein. In giving this consent, we do not admit
that we are within the category of persons whose consent is
required by Section 7 of the 1933 Act or the rules and
regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
BALLARD SPAHR ANDREWS & INGERSOLL
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement of Unitrode Corporation on Form S-8 of our
report dated March 3, 1995 on our audits of the consolidated
financial statements and financial statement schedule of Unitrode
Corporation and Consolidated Subsidiaries as of January 31, 1995
and 1994 and for each of the three years in the period ended
January 31, 1995, which report is included in the Annual Report
on Form 10-K of Unitrode Corporation for the year ended January
31, 1995.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 15, 1995
