As filed with the Securities and Exchange Commission on December 2, 1996
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-3
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
7 Continental Boulevard
Merrimack, New Hampshire 03054
Tel. (603) 424-2410
(Address, including zip code, and telephone number
including area code, of registrant's principal executive offices)
Robert L. Gable
Chairman and Chief Executive Officer
Unitrode Corporation
7 Continental Boulevard
Merrimack, New Hampshire 03054
Tel. (603) 424-2410
Fax (603) 429-8771
(Name, address, including zip code, and telephone number
including area code, of agent for service)
Copy to:
David T. Brewster, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street
Boston, Massachusetts 02108
Tel. (617) 573-4800
Fax (617) 573-4822
_____________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective
_____________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please
check the following box: ( )
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following
box: (X)
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: ( )
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: ( )
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: ( )
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Aggregate Aggregate
Shares Amount Offering Maximum Amount of
to be to be Price Offering Registration
Registered Registered Per Unit Price (1) Fee
Common Stock,
par value $.20 247,883(2) $28.467 $7,056,485.36 $2,138.33
(1) Solely for purposes of calculating the registration fee pursuant to
Rule 457(g). Warrants (the "Warrants") exercisable for Common Stock
registered pursuant to this Registration Statement entitle the holder
to purchase shares of Common Stock at an exercise price of $28.467
per share.
(2) Pursuant to Rule 416, any shares of Common Stock issued under the
antidilution provisions of the Warrants are deemed to be registered
herewith.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
[FLAG]
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
Subject to Completion, dated December 2, 1996
PROSPECTUS
Unitrode Corporation
247,883 Shares of
COMMON STOCK
_____________
Unitrode Corporation ("Unitrode" or the
"Company") has filed a Registration Statement with the
Securities and Exchange Commission relating to 247,883
shares of Common Stock, par value $.20 per share (the
"Common Stock"), issuable upon the exercise of warrants
(the "Warrants") which were issued on November 20, 1995
pursuant to a warrant agreement, dated as of November 17,
1995 (the "Warrant Agreement"), between Unitrode and The
First National Bank of Boston (the "Warrant Agent"). Each
Warrant entitles the holder thereof to purchase one share
of Common Stock at an Exercise Price of $28.467 per
Warrant, subject to adjustment (the "Exercise Price"), as
of the opening of business on August 21, 1996 until 5:00
p.m. New York time on August 21, 1997 (the "Expiration
Date"). The exercise price and securities issuable upon
exercise are subject to adjustment as set forth in the
Warrant Agreement. The Warrants to purchase shares of
Common Stock were issued by Unitrode in settlement of
certain litigation pursuant to a United States federal
district court approved Stipulation of Settlement, dated
August 17, 1994 (the "Stipulation"). See "Description of
Warrants and Plan of Distribution."
The Common Stock is listed on the New York Stock
Exchange, Inc. (Symbol: UTR), on which the last reported
sales price on November 29, 1996 was $26 7/8 per share.
The Warrants are listed on the Nasdaq SmallCap Market
(Symbol: UTRWW), on which the last reported sales price on
November 29, 1996 was $2 11/16 per Warrant.
Subject to the terms of the Warrant Agreement, a
Warrant may be exercised upon surrender of the Warrant
Certificate evidencing such Warrant (the "Warrant
Certificate") to The First National Bank of Boston, as
Warrant Agent, with the subscription form on the reverse
of such certificate duly executed and the signatures
thereon guaranteed, accompanied by payment of the Exercise
Price by certified or official bank check made payable to
the Warrant Agent for the account of the Company as
follows:
By mail: The First National Bank By hand: The First National Bank
of Boston of Boston
Post Office Box 1889 Boston Trust Company
MAILSTOP 45-01-19 55 Broadway, 3rd Floor
Boston, Massachusetts 02105 New York, New York 10006
By overnight
delivery: The First National Bank
of Boston
150 Royall Street
MAILSTOP 45-01-19
Canton, Massachusetts 02021
No fractional shares of Common Stock, cash or
other consideration in lieu thereof, will be issued. In
the case of the exercise of less than all the Warrants
represented by a Warrant Certificate, Unitrode will
execute, and the Warrant Agent will authenticate, a new
Warrant Certificate for the balance of such Warrants. See
"Description of Warrants and Plan of Distribution."
No underwriting discounts or commissions will be
payable in connection with the exercise of the Warrants.
Assuming all of the Warrants are exercised by the holders
thereof at an exercise price of $28.467 per Warrant, the
proceeds to the Company would be $7,056,485.36 (before
deducting expenses payable by the Company estimated to be
$37,138.33). No assurance can be given by the Company,
however, as to how many Warrants, if any, will be
exercised.
SEE "RISK FACTORS" ON PAGE 4 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________, 1996
AVAILABLE INFORMATION
Unitrode is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), and, in accordance therewith,
files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can
be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549; 7 World Trade
Center, New York, New York 10048; and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and copies of
such materials can be obtained from the Public Reference
Section of the Commission at prescribed rates. The
Commission maintains a Web site (http://www.sec.gov) that
contains reports, proxy and information statements and
other information regarding issuers that file
electronically with the Commission. Reports, proxy and
other information statements concerning the Company can
also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
Unitrode's Common Stock is listed on the New York Stock
Exchange, Inc.
Unitrode has filed a Registration Statement on
Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "1933 Act") with
the Commission with respect to the Common Stock offered
pursuant to this Prospectus and issuable upon exercise of
the Warrants. As permitted by the rules and regulations
of the Commission, this Prospectus omits certain of the
information contained in the Registration Statement. For
further information with respect to the Company and the
Common Stock issuable upon exercise of the Warrants,
reference is hereby made to such Registration Statement,
including the exhibits filed as part thereof. Statements
contained in this Prospectus concerning the provisions of
certain documents filed with, or incorporated by reference
in, the Registration Statement are not necessarily
complete, each such statement being qualified in all
respects by such reference. Copies of all or any part of
the Registration Statement, including the documents
incorporated by reference therein or exhibits thereto, may
be obtained upon payment of the prescribed rates at the
offices of the Commission set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company
with the Commission are incorporated in this Prospectus by
reference:
(i) The Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1996;
(ii) The Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended April 27, 1996 and
July 27, 1996; and
(iii) The descriptions of the Common Stock set
forth in the Company's filings pursuant to
Section 12 of the 1934 Act and any
amendment or report filed for the purpose
of updating those descriptions.
In addition, all documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934
Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock
issuable upon exercise of the Warrants shall be deemed to
be incorporated by reference into this Prospectus and to
be a part hereof from the date of filing of such
documents. 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 Prospectus to the extent that a statement
contained herein or in any other subsequently filed
document which is also deemed to be incorporated by
reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
Any person receiving a copy of this Prospectus,
including any beneficial owner, may obtain without charge,
upon oral or written request, a copy of any or all
documents incorporated by reference into this Prospectus
(other than exhibits to such documents which are not
specifically incorporated by reference in such documents).
Any such request should be directed to the Company at 7
Continental Boulevard, Merrimack, New Hampshire 03054,
Attention: Investor Relations, telephone number (603)
424-2410.
RISK FACTORS
Prospective purchasers of the Common Stock should
carefully consider the following risk factors in addition
to the other information in this Prospectus. To the
extent that forward-looking statements appear or are
described in this Prospectus, they are made pursuant to
the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Certain information
contained herein, particularly the information appearing
under the heading "Factors Affecting Future Results" is
forward-looking. Investors are cautioned that all forward-
looking statements involve risks and uncertainty.
Information regarding certain important factors that could
cause actual results of operations or outcomes of other
events to differ materially from any such forward-looking
statement appear together with such statement or elsewhere
herein.
Competition. The Company competes in the high-
performance segment of the analog/linear and mixed signal
integrated circuit market specifically addressing power
supply control and management, motor control and data
transmission/interface applications. Unitrode has a
number of competitors, some of which are substantially
larger than the Company, with significantly greater
resources. Unitrode would be adversely affected if its
competitors introduced technologically superior products
or offered their products at prices significantly lower
than those of the Company's products. The major
competitive factors include innovative design, product
performance, price, reliability, quality, customer support
and timely delivery. The Company's ability to compete
depends in large part upon the timely introduction of
products that are technologically innovative and which
provide cost-effective solutions for its customers.
Dependence on Key Customer. The Company's customer
base is comprised of merchant manufacturers, electronics
distributors, and customers with captive manufacturing
operations. The captive manufacturers use the Company's
products as integral components of their equipment and
systems. In certain cases, product is sold to a
subcontract-assembly company specified by the captive
manufacturer. The merchant manufacturers typically
function as original equipment manufacturers ("OEMs") as
well as suppliers of sub-systems to other OEMs. About
two-thirds of sales are to customers with applications in
the electronic data processing ("EDP") market. Some
segments within this market, such as certain kinds of
personal computers, disk drives, printers, and other
peripherals, have been somewhat volatile in the past. In
particular, competition among companies in the disk-drive
business has been intense from time to time. Revenues
from product sales to one of these accounts, Western
Digital Corporation, represented approximately 23%, 22%
and 18% of sales in fiscal years 1996, 1995 and 1994,
respectively. The loss of this customer would have a
material adverse effect upon the Company's business.
Environmental Regulation. The Company expects no
material adverse effect upon earnings, capital
expenditures, or its competitive position as a result of
compliance with federal, state or local provisions which
have been enacted or adopted regulating the discharge of
materials to the environment, or otherwise relating to the
protection of the environment. In fiscal year 1995
Unitrode completed a program to eliminate chlorinated
fluorocarbons from its manufacturing fabrication
processes. Its facilities have been designed to comply
with government regulations, and the Company maintains
policies and procedures to assure on-going compliance.
There can be no assurance, however, that changes in such
regulations will not impose costly equipment or other
requirements on the Company as well as others in the
industry.
Factors Affecting Future Results. The Company's
future operating results are difficult to predict and may
be affected by a number of factors including the timely
ability to develop and market new products, competitive
pricing pressures, fluctuations in manufacturing yields,
adequate availability of wafers and manufacturing
capacity, changes in product mix and economic conditions
in the United States and international markets.
The semiconductor market has historically been
cyclical and subject to significant economic downturns at
various times. While the semiconductor industry in recent
periods has experienced increased demand and constraints
in production capacity, it is uncertain how long these
conditions will continue. As a result of these and other
factors, there can be no assurance that the Company will
not experience material fluctuations in future operating
results on a quarterly or annual basis.
Presently, the Company's manufacturing facilities are
operating at close to full capacity. In fiscal year 1997,
the Company is planning to increase its manufacturing
capacity through expansion of its production facilities
and increased use of third-party foundries. There can be
no assurance that the Company will complete the expansion
of its production facilities on time or that third-party
foundries will meet the Company's production requirements
or that the combined capacity will be sufficient to
satisfy demand for its products. Any constraints in
manufacturing capacity could adversely affect the business
of the Company's customers and cause them to seek
alternative sources for the products currently obtained
from the Company. The Company's additional capacity will
result in a significant increase in operating expenses,
such as depreciation, and if revenues do not increase to
offset these additional expenses, the Company's future
operating results could be adversely affected. Meanwhile,
other semiconductor manufacturers are also expanding or
planning to expand their production capacity over the next
several years. There can be no assurance that the
expansion by the Company and its competitors will not lead
to overcapacity in the Company's targeted markets, which
could lead to price erosion that could adversely affect
the Company's operating results.
THE COMPANY
Unitrode was founded in 1960 and is incorporated
under the laws of Maryland. Since its inception, the
Company and its subsidiaries have designed, manufactured,
marketed, and sold electronic components and sub-systems.
After divesting various businesses from 1991 through 1994,
Unitrode is now focused on the analog/linear and mixed-
signal integrated circuits business. The Company and its
subsidiaries operate within a single industry segment, the
manufacture and sale of electronic components, and have
various classes of products within that one segment.
The Company currently designs, manufactures,
markets and sells a range of analog/linear and mixed-
signal integrated circuits ("ICs"). This business was
founded in 1981. The Company's products are principally
proprietary, high-performance analog/linear and mixed-
signal integrated circuits which are used in a variety of
applications in EDP/computer, telecommunications,
industrial control and instrumentation, defense/aerospace,
and automotive markets. For the most part, the ICs are
used either to control switching power supplies and small
electronic motors, or as high-speed interface and
communication circuits between various pieces of
electronic equipment.
The principal executive offices of the Company
are located at 7 Continental Boulevard, Merrimack, New
Hampshire 03054.
USE OF PROCEEDS
The Company intends to use the net proceeds, if
any, from the sale of the Common Stock issued upon
exercise of the Warrants for general corporate purposes.
No assurance can be given by the Company, however, as to
how many Warrants, if any, will be exercised.
DETERMINATION OF OFFERING PRICE
The Exercise Price of the Warrants of $28.467
per share of Common Stock was determined by negotiation
between the Company and counsel for the plaintiffs as part
of the terms of the Settlement (as defined herein below).
See "Description of Warrants and Plan of Distribution."
DESCRIPTION OF WARRANTS AND
PLAN OF DISTRIBUTION
On December 7, 1994, the United States District
Court for the District of Massachusetts approved a
settlement (the "Settlement") entered into between the
Company and plaintiffs in a purported class action lawsuit
entitled Steiner et al. vs. Unitrode Corporation et al.,
No. 90-11443-MLW. Pursuant to the Settlement, the terms
of which are set forth in a Stipulation of Settlement (the
"Stipulation") made and entered into as of August 17,
1994, the Company agreed to issue and distribute warrants
to purchase fully paid and non-assessable shares of the
Common Stock of the Company. In accordance with the
provisions of the Stipulation, 247,883 Warrants
representing the right to acquire 247,883 shares of Common
Stock at an initial Exercise Price of $28.467 per Warrant
were issued pursuant to the Settlement and the
Stipulation.
The terms and conditions of the Warrants are set
out in the Warrant Agreement between the Company and The
First National Bank of Boston, as Warrant Agent, dated as
of November 17, 1995, and the Warrants are represented by
Warrant Certificates. The following is a general
description of the terms and conditions of the Warrants
and Warrant Agreement and is qualified in its entirety by
reference to the provisions of the Warrant Agreement and
form of Warrant Certificate, which are incorporated by
reference herein.
The Warrant Agreement provides for the issuance
of 247,883 Warrants, each representing initially the right
to acquire upon exercise one share of Common Stock at an
Exercise Price of $28.467 per Warrant, subject to certain
adjustments described below. The Warrants are exercisable
for a period of one year, which commenced on August 21,
1996 and ends at 5:00 p.m., New York City time, on August
21, 1997. The Exercise Price and the securities issuable
upon exercise are subject to adjustment as set forth in
the Warrant Agreement to account for payment by the
Company of stock dividends payable in shares of Common
Stock, subdivisions, combinations and reclassification of
the Common Stock into a greater or lesser number of
shares, mergers or consolidations of the Company with or
into another company, and the acquisition of all the
outstanding Common Stock by any person or company. The
Warrants permit the Company to make additional reductions
in the exercise price in order that any event treated for
federal income tax purposes as a dividend of stock or
stock rights shall not be taxable to the recipients. The
Warrant Agreement provides that upon any adjustment to the
Exercise Price, as provided therein, the Company will
cause a notice to be given to the holders of the Warrants
of such adjustment.
Subject to the terms of the Warrant Agreement, a
Warrant may be exercised upon surrender of the Warrant
Certificate evidencing such Warrant to The First National
Bank of Boston, as Warrant Agent, with the subscription
form on the reverse of such Certificate duly executed and
the signatures thereon guaranteed, accompanied by payment
of the Exercise Price by certified or official bank check
made payable to the Warrant Agent for the account of the
Company as follows:
By mail: The First National Bank By hand: The First National Bank
of Boston of Boston
Post Office Box 1889 Boston Trust Company
MAILSTOP 45-01-19 55 Broadway, 3rd Floor
Boston, Massachusetts 02105 New York, New York 10006
By overnight
delivery: The First National Bank
of Boston
150 Royall Street
MAILSTOP 45-01-19
Canton, Massachusetts 02021
No fractional shares of Common Stock, cash or
other consideration in lieu thereof, will be issued. In
the case of the exercise of less than all the Warrants
represented by a Warrant Certificate, Unitrode will
execute, and the Warrant Agent will authenticate, a new
Warrant Certificate for the balance of such Warrants.
No underwriting discounts or commissions will be
payable in connection with the exercise of the Warrants.
Assuming all of the Warrants are exercised by the holders
thereof at an exercise price of $28.467 per Warrant, the
proceeds to the Company would be $7,056,485.36 (before
deducting expenses payable by the Company estimated to be
$37,138.33). No assurance can be given by the Company,
however, as to how many Warrants, if any, will be
exercised.
The Company's Common Stock is listed on the New
York Stock Exchange, Inc. The Company's Warrants are
listed on the Nasdaq SmallCap Market TM.
VALIDITY OF COMMON STOCK
The validity of the Common Stock to be issued
upon exercise of the Warrants will be passed upon for the
Company by Ballard Spahr Andrews & Ingersoll, counsel to
the Company.
EXPERTS
The financial statements incorporated in this
Prospectus by reference to the Annual Report on Form 10-K
of the Company for the year ended January 31, 1996 have
been so incorporated in reliance upon the report of
Coopers & Lybrand L.L.P., independent accountants, given
on the authority of said firm as experts in auditing and
accounting.
No person has been
authorized to give any
information or make any
representations other than
those contained in this
Prospectus and, if given
or made, such information
or representations must
not be relied upon as
having been authorized.
This Prospectus does not
constitute an offer to
sell or a solicitation of
an offer to buy any
securities other than the
securities to which it 247,883 Shares
relates or an offer to
sell or the solicitation
of an offer to buy such
securities in any
circumstances in which UNITRODE CORPORATION
such offer or solicitation
is unlawful. Neither the
delivery of this
Prospectus nor any sale
made hereunder shall, Common Stock
under any circumstances,
create any implication
that there has been no
change in the affairs of
the Company since the date
hereof or that the
information contained
herein is correct as of
any time subsequent to its
date.
TABLE OF CONTENTS
Page
Available Information . 3
Incorporation of Certain
Documents by Reference. 3
The Company . . . . . . 5
Use of Proceeds . . . . 5
Determination of
Offering Price .. . . . 6
Description of
Warrants and Plan
of Distribution . . . . 6
Validity of the Common
Stock . . . . . . . . . 7
Experts . . . . . . . . 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
All of the expenses listed below are estimated
except for the Commission registration fee.
Commission registration fee . . . . . . . $2,138.33
Warrant Agent fees and expenses . . . . . $2,500.00
Accountants' fees and expenses . . . . . . $4,500.00
Legal fees and expenses . . . . . . . . . $22,500.00
Printing expenses . . . . . . . . . . . . $3,300.00
Miscellaneous . . . . . . . . . . . . . . $2,200.00
Total . . . . . . . . . . . . . . . . $37,138.33
Item 15. Limitation of Liability and Indemnification of
Directors and Officers.
The Maryland General Corporation Law, as amended
from time to time (the "MGCL"), permits a Maryland
corporation to include in its charter a provision limiting
the liability of its directors and officers to the
corporation and its stockholders for money damages except
for liability resulting from (a) actual receipt of an
improper benefit or profit in money, property or services
or (b) active and deliberate dishonesty established by a
final judgment as being material to the cause of action.
The charter of the Company contains such a provision which
eliminates such liability except (a) to the extent that it
is proved that the person actually received an improper
benefit or profit in money, property or services, for the
amount of the benefit or profit in money, property or
services actually received, or (b) to the extent that a
judgment or other final adjudication adverse to the person
is entered in a proceeding based on a finding in the
proceeding that the person's action, or failure to act,
was the result of active and deliberate dishonesty and was
material to the cause adjudicated in the proceeding.
The By-Laws of the Company obligate it, to the
maximum extent permitted by Maryland law, to indemnify and
to pay or reimburse reasonable expenses in advance of
final disposition of a proceeding to (a) any present or
former director or officer who is made a party to the
proceeding by reason of his service in that capacity or
(b) any individual who, while a director of the Company
and at the request of the Company, serves or has served
another corporation, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a
director, officer, partner or trustee of such corporation,
partnership, joint venture, trust, employee benefit plan
or other enterprise and who is made a party to the
proceeding by reason of his service in that capacity. The
By-Laws also permit the Company to indemnify and advance
expenses to any person who served a predecessor of the
Company in any of the capacities described above and to
any employee or agent of the Company or a predecessor of
the Company.
The MGCL requires a corporation (unless its
charter provides otherwise, which the Company's charter
does not) to indemnify a director or officer who has been
successful, on the merits or otherwise, in the defense of
any proceeding to which he is made a party by reason of
his service in that capacity. The MGCL permits a
corporation to indemnify its present and former directors
and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to
which they may be made a party by reason of their service
in those or other capacities unless it is established that
(a) the act or omission of the director or officer was
material to the matter giving rise to the proceeding and
(i) was committed in bad faith or (ii) was the result of
active and deliberate dishonesty, (b) the director or
officer actually received an improper personal benefit in
money, property or services or (c) in the case of any
criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was
unlawful. However, under the MGCL, a Maryland corporation
may not indemnify for an adverse judgment in a suit by or
in the right of the corporation. In addition, the MGCL
requires the Company, as a condition to advancing
expenses, to obtain (a) a written affirmation by the
director or officer of his good faith belief that he has
met the standard of conduct necessary for indemnification
by the Company as authorized by the By-Laws and (b) a
written statement by or on his behalf to repay the amount
paid or reimbursed by the Company if it shall ultimately
be determined that the standard of conduct was not met.
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 16. Exhibits.
4(a) Articles of Restatement of the Charter of the
Registrant and Articles of Amendment to the
Charter of the Registrant (incorporated by
reference to Exhibit 3A to the Registrant's
Annual Report on Form 10-K filed by the
Registrant for the fiscal year ended January 31,
1989).
4(b) Articles Supplementary to the Charter of the
Registrant (incorporated by reference to
Exhibits 3(A)(1) and 3(A)(6) to the Registrant's
Current Report on Form 8-K filed May 4, 1990).
4(c) Articles of Amendment to the Charter of the
Company (incorporated by reference to Exhibit 3B
to the Company's Annual Report on Form 10-K
filed by the Registrant for the fiscal year
ended January 31, 1992).
4(d) By-laws, as amended (incorporated by reference
to Exhibit 3B to the Company's Annual Report on
Form 10-K filed by the Registrant for the fiscal
year ended January 31, 1992).
4(e) Rights Agreement dated as of May 2, 1990,
between the Company and The First National Bank
of Boston as Rights Agent (incorporated by
reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A (file no. 1-
05609) filed May 3, 1990).
4(f) First Amendment dated as of April 30, 1993 to
the Rights Agreement dated as of May 2, 1990
(incorporated by reference to Exhibit 1 to the
Amendment on Form 8-A/A (file no. 1-05609) filed
on May 26, 1993).
4(g) Form of Warrant Agreement dated as of November
17, 1995, between Unitrode Corporation and The
First National Bank of Boston, including Form of
Warrant Certificate (incorporated by reference
to Exhibit 1 to the Company's Registration
Statement on Form 8-A (file no. 0-20563) filed
on November 2, 1995).
5 Opinion of Ballard Spahr Andrews & Ingersoll.
23(a) Consent of Ballard Spahr Andrews &
Ingersoll (included in Exhibit 5).
23(b) Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (see signature page to this
Form S-3 Registration Statement).
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(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 1933 Act;
(ii) To reflect in the prospectus any
facts or event 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;
(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 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 1934 Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any
liability under the 1933 Act, 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
1933 Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the 1934
Act) 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 1933 Act 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 1933 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 1933 Act and will be
governed by the final adjudication of such issue.
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-3 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 December 2, 1996.
UNITRODE CORPORATION
By: /s/ Robert L. Gable
________________________
Robert L. Gable
Chairman, Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each
individual whose signature appears below constitutes and
appoints Robert L. Gable and Allan R. Campbell, and each
of them, his true and lawful attorneys-in-fact and agents
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 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, 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 their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed
below by the following persons in the capacities indicated
on December 2, 1996.
Signature Title
/s/ Robert L. Gable Chairman, Chief Executive
___________________________ Officer and Director
Robert L. Gable (principal executive
officer)
/s/ Cosmo S. Trapani Executive Vice President and
___________________________ Chief Financial Officer
Cosmo S. Trapani (principal financial and
accounting officer)
/s/ Edward H. Browder President and Director
___________________________
Edward H. Browder
/s/ Peter A. Brooke Director
___________________________
Peter A. Brooke
/s/ Kenneth Hecht Director
___________________________
Kenneth Hecht
/s/ Louis E. Lataif Director
___________________________
Louis E. Lataif
/s/ James T. Vanderslice Director
___________________________
James T. Vanderslice
EXHIBIT INDEX
4(a) Articles of Restatement of the Charter of the
Registrant and Articles of Amendment to the
Charter of the Registrant (incorporated by
reference to Exhibit 3A to the Registrant's
Annual Report on Form 10-K filed by the
Registrant for the fiscal year ended January 31,
1989).
4(b) Articles Supplementary to the Charter of the
Registrant (incorporated by reference to
Exhibits 3(A)(1) and 3(A)(6) to the Registrant's
Current Report on Form 8-K filed May 4, 1990).
4(c) Articles of Amendment to the Charter of the
Company (incorporated by reference to Exhibit 3B
to the Company's Annual Report on Form 10-K
filed by the Registrant for the fiscal year
ended January 31, 1992).
4(d) By-laws, as amended (incorporated by reference
to Exhibit 3B to the Company's Annual Report on
Form 10-K filed by the Registrant for the fiscal
year ended January 31, 1992).
4(e) Rights Agreement dated as of May 2, 1990,
between the Company and The First National Bank
of Boston as Rights Agent (incorporated by
reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A (file no. 1-
05609) filed May 3, 1990).
4(f) First Amendment dated as of April 30, 1993 to
the Rights Agreement dated as of May 2, 1990
(incorporated by reference to Exhibit 1 to the
Amendment on Form 8-A/A (file no. 1-05609) filed
on May 26, 1993).
4(g) Form of Warrant Agreement dated as of November
17, 1995, between Unitrode Corporation and The
First National Bank of Boston, including Form of
Warrant Certificate (incorporated by reference
to Exhibit 1 to the Company's Registration
Statement on Form 8-A (file no. 0-20563) filed
on November 2, 1995).
5 Opinion of Ballard Spahr Andrews & Ingersoll.
23(a) Consent of Ballard Spahr Andrews &
Ingersoll (included in Exhibit 5).
23(b) Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (see signature page to this
Form S-3 Registration Statement).
Exhibit 5
LAW OFFICES
BALLAD SPAHR ANDREWS & INGERSOLL
300 EAST LOMBARD STREET, 19th FLOOR
BALTIMORE, MARYLAND 21202-3268
410-528-5600
FAX: 410-528-5650
[email protected]
December 2, 1996
Unitrode Corporation
7 Continental Boulevard
Merrimack, New Hampshire 03054
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have served as Maryland counsel to Unitrode
Corporation, a Maryland corporation (the "Company"), in
connection with certain matters of Maryland law arising
out of the Registration Statement (the "Registration
Statement") on Form S-3 filed by the Company pursuant to
Rule 415 under the Securities Act of 1933, as amended
(the "1933 Act"), to register up to 247,883 shares of
Common Stock, $.20 par value per share (the "Shares")
issuable upon exercise of 247,883 Warrants, each to
purchase one share of Common Stock (the "Warrants").
Unless otherwise defined herein, capitalized terms used
but not defined herein shall have the meanings given to
them in the Registration Statement.
In connection with our representation of the
Company, and as a basis for the opinion hereinafter set
forth, we have examined 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. The charter of the Company (the "Charter"),
certified as of a recent date by the State Department of
Assessments and Taxation of Maryland (the "SDAT");
3. The Bylaws of the Company, certified as of
the date hereof by the Secretary of the Company;
4. Resolutions of the Board of Directors of
the Company, adopted August 22, 1995 and November 25,
1996, relating to (i) the sale and issuance of the
Warrants, (ii) the issuance of the Shares upon exercise
of the Warrants, and (iii) the filing of the Registration
Statement with the Securities and Exchange Commission,
certified as of the date hereof by the Secretary of the
Company (collectively, the "Resolutions");
5. A form of certificate representing the
Shares (the "Certificate"), certified as of the date
hereof by the Secretary of the Company;
6. A certificate executed by Allan R.
Campbell, Secretary of the Company, dated November 27,
1996;
7. A certificate of the SDAT as to the good
standing of the Company, dated December 2, 1996; and
8. 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 stated herein.
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, (b) by general equitable principles.
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, whether on behalf of such individual or
another person, 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. There are no modifications or amendments to
the Documents, by action or conduct of the parties or
otherwise.
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 upon issuance and delivery
of the Shares in the form of the Certificate and in the
manner contemplated by the Warrant Agreement, the
Registration Statement and the Resolutions, such Shares
will be (assuming that the sum of (i) any shares of
Common Stock issued between the date hereof and the date
on which the Shares are actually issued (not including
any Shares), (ii) all shares of Common Stock issued as of
the date hereof and (iii) the Shares, will not exceed the
total number of shares of Common Stock that the Company
is authorized to issue) duly authorized, 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. The
opinion expressed herein is subject to the effect of
judicial decisions which may permit the introduction of
parol evidence to modify the terms or the interpretation
of agreements. We express no opinion as to the
applicability or effect of any federal or state
securities laws, including the securities laws of the
State of Maryland. To the extent that any matter as to
which our opinion is expressed herein would be governed
by the laws of any jurisdiction other than the State of
Maryland, we do not express any opinion on such matter.
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 and 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.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
Exhibit 23(b)
Consent of Independent Accountants
We consent to the incorporation by reference in this
registration statement of Unitrode Corporation on
Form S-3 of our report dated February 28, 1996, on our
audits of the consolidated financial statements and
financial statement schedule of Unitrode Corporation as
of January 31, 1996 and 1995, and for each of the three
years in the period ended January 31, 1996, which report
is included in the Annual Report on Form 10-K of Unitrode
Corporation for the year ended January 31, 1996. We also
consent to the reference to our firm under the caption
"Experts."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
December 2, 1996
