<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 1997
REGISTRATION NO. 333-________
================================================================================
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 Identification No.)
of incorporation or organization)
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:
JAMES J. HANKS, JR., ESQUIRE
BALLARD SPAHR ANDREWS & INGERSOLL
300 EAST LOMBARD STREET, SUITE 1900
BALTIMORE, MD 21202
(410) 528-5600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRANT
TO BE REGISTERED REGISTERED PER SHARE (1) PRICE FEE
<S> <C> <C> <C> <C>
Common Stock 1,000,000 shares $ 82.34 $ 82,340,000 $ 25,000
($.20 par value per
share)
</TABLE>
(1) Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(c) and (h). The proposed
maximum offering price per share is based upon the average of the
high and low prices for shares of Common Stock of the Registrant on
the New York Stock Exchange on September 9, 1997.
================================================================================
<PAGE> 2
STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
Pursuant to General Instruction E to Form S-8, the contents of Registrant's
earlier Registration Statement on Form S-8, File No. 33-62685, filed with the
Securities and Exchange Commission on September 15, 1995, are hereby
incorporated by reference.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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
Unitrode Corporation, a Maryland corporation (the "Company"), contains such a
provision which eliminates such liability to the maximum extent permitted by
the MGCL.
The Bylaws 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 Bylaws also permit the Company, with the approval of the
Board of Directors of 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 or for a judgment of liability on the basis
that personal benefit was improperly received, unless in either case a court
orders indemnification and then only for expenses. In addition, the MGCL
permits a corporation to advance reasonable expenses to a director or officer
upon the corporation's receipt of (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
- 1 -
<PAGE> 4
corporation and (b) a written statement by or on his behalf to repay the amount
paid or reimbursed by the corporation if it shall ultimately be determined that
the standard of conduct was not met.
ITEM 8. EXHIBITS
4.1 Articles of Restatement of the Charter of the Registrant and Articles
of Amendment to the Charter of the Registrant, previously filed as
Exhibit 3A to the Registrant's Annual Report on Form 10-K for the fiscal
year ended January 31, 1989 and incorporated herein by reference.
4.2 Articles Supplementary to the Charter of the Registrant, previously
filed as Exhibits 3(A)(1) and (6) to the Registrant's Current Report on
Form 8-K filed May 4, 1990 and incorporated herein by reference.
4.3 Articles of Amendment to the Charter of the Registrant, previously
filed as Exhibit 3B to the Registrant's Annual Report on Form 10-K for
the fiscal year ended January 31, 1992 and incorporated herein by
reference.
4.4 By-Laws of the Registrant, previously filed as Exhibit 3C to the
Registrant's Annual Report on Form 10-K filed for the fiscal year ended
January 31, 1992 and incorporated herein by reference.
4.5 Unitrode Corporation 1992 Employee Stock Option Plan, filed as Exhibit
4 to the Registrant's Registration Statement on Form S-8 (Registration
No. 33-54542) and incorporated herein by reference.
4.6 Amendment No. 1 to the Unitrode Corporation 1992 Employee Stock Option
Plan, filed as Exhibit 4.5 to the Registrant's Registration Statement on
Form S-8 (Registration No. 33-62685) and incorporated herein by
reference.
4.7 Amendment No. 2 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 3 hereof).
- 2 -
<PAGE> 5
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 9th day
of September, 1997.
Unitrode Corporation, a Maryland
corporation (Registrant)
By: /s/ Robert L. Gable
------------------------------------
Robert L. Gable, Chairman,
President and Chief Executive Officer
KNOW 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 true and lawful attorneys-in-fact, 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 amendments and supplements to
this Registration Statement (including post-effective amendments), and to file
the same, with all 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.
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/s/ Robert L. Gable Chairman, President, Chief September 9, 1997
------------------------- Executive Officer and Director
Robert L. Gable
/s/ Cosmo S. Trapani Executive Vice President September 9, 1997
------------------------- and Chief Financial Officer
Cosmo S. Trapani
/s/ Peter A. Brooke Director September 9, 1997
-------------------------
Peter A. Brooke
/s/ Edward H. Browder Director September 9, 1997
-------------------------
Edward H. Browder
/s/ Kenneth Hecht Director September 9, 1997
-------------------------
Kenneth Hecht
/s/ Louis E. Lataif Director September 9, 1997
-------------------------
Louis E. Lataif
/s/ James T. Vanderslice Director September 9, 1997
-------------------------
James T. Vanderslice
</TABLE>
- 3 -
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
<S> <C>
4.1 Articles of Restatement of the Charter of the Registrant and Articles of Amendment to the Charter of the Registrant,
previously filed as Exhibit 3A to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31,
1989 and incorporated herein by reference.
4.2 Articles Supplementary to the Charter of the Registrant, previously filed as Exhibits 3(A)(1) and (6) to the
Registrant's Current Report on Form 8-K filed May 4, 1990 and incorporated herein by reference.
4.3 Articles of Amendment to the Charter of the Registrant, previously filed as Exhibit 3B to the Registrant's Annual
Report on Form 10-K for the fiscal year ended January 31, 1992 and incorporated herein by reference.
4.4 By-Laws of the Registrant, previously filed as Exhibit 3C to the Registrant's Annual Report on Form 10-K filed for
the fiscal year ended January 31, 1992 and incorporated herein by reference.
4.5 Unitrode Corporation 1992 Employee Stock Option Plan, filed as Exhibit 4 to the Registrant's Registration Statement
on Form S-8 (Registration No. 33-54542) and incorporated herein by reference.
4.6 Amendment No. 1 to the Unitrode Corporation 1992 Employee Stock Option Plan, filed as Exhibit 4.5 to the
Registrant's Registration Statement on Form S-8 (Registration No. 33-62685) and incorporated herein by reference.
4.7 Amendment No. 2 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 3 hereof).
</TABLE>
- 5 -
<PAGE> 1
EXHIBIT 4.7
AMENDMENT NO. 2 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 2,000,000 to 3,000,000.
2. 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 1997 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.
March 17, 1997 UNITRODE CORPORATION
By: /s/ Allan R. Campbell
Secretary
<PAGE> 1
EXHIBIT 5.1
(LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL)
September 10, 1997
Unitrode Corporation
7 Continental Boulevard
Merrimack, New Hampshire 03054
Re: Unitrode Corporation:
Registration Statement on Form S-8, dated September 10, 1997
Ladies and Gentlemen:
We have served as 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 ("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, dated April 28, 1995 ("Amendment No. 1"), and as further amended by
Amendment No. 2 to the Plan, dated March 17, 1997 ("Amendment No. 2" and
together with Amendment No. 1, the "Amendments"). 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 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 shares of 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 (i) the approval of the Plan, (ii) the approval of Amendment No. 1,
and (iii) the approval of
- 1 -
<PAGE> 2
Amendment No. 2 and the authorization of the issuance of the Shares pursuant to
the Plan, as amended by the Amendments, 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 9, 1997;
8. Copies of the Plan and the Amendments, 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 individual executing any of the Documents whether on
behalf of such individual or another person is legally competent to do so.
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 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.
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 oral or written modifications or amendments to the
Documents, and there has been no waiver of any of the provisions of the
Documents, by action or omission 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:
- 2 -
<PAGE> 3
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 Amendments, and in the
Registration Statement, and assuming that the sum of (i) the number of shares
of Common Stock outstanding on the date hereof, (ii) any shares of Common Stock
issued from the date hereof until any date on which Shares are issued (not
including any Shares) and (iii) the Shares will not exceed the number of shares
of Common Stock that the Company has authority to issue, 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 express no opinion as to compliance with the securities laws of the State of
Maryland.
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 submission to the
Commission as an exhibit to the Registration Statement. 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,
/s/ Ballard Spahr Andrews & Ingersoll
- 3 -
<PAGE> 1
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 February 27, 1997 on our
audits of the consolidated financial statements and financial statement
schedule of Unitrode Corporation and Consolidated Subsidiaries as of January
31, 1997 and 1996 and for each of the three years in the period ended January
31, 1997, which report is included in the Annual Report on Form 10-K of
Unitrode Corporation for the year ended January 31, 1997.
/s/ COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 9, 1997
