SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
UNITRODE CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Maryland
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(State or Other Jurisdiction of Incorporation or
Organization)
04-2271186
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(I.R.S. Employer Identification No.)
7 Continental Boulevard, Merrimack, New Hampshire 03054
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(Address of Principal Executive Offices) (Zip Code)
UNITRODE CORPORATION 1992 EMPLOYEE STOCK OPTION PLAN
--------------------------------------------------------
(Full Title of Plan)
Allan R. Campbell
Senior Vice President, General Counsel and Secretary
Unitrode Corporation
7 Continental Boulevard
Merrimack, New Hampshire 03054
(Name and Address of Agent for Service)
(603) 424-2410
--------------------------------------------------------
(Telephone Number, Including Area Code,
of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share Price Fee
- ------------- ---------- ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $12.9375(1) $12,937,500(1) $3,817
par value $.01
per share
</TABLE>
- -----------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to paragraphs (c) and (h) of Rule 457 under the Securities
Act based on the average of the high and low prices per share of the
Registrant's Common Stock as traded on the New York Stock Exchange on
August 3, 1998.
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. 333-35339,
filed with the Securities and Exchange Commission on September 10, 1997,
are hereby incorporated by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
In accordance with ss. 10 of the Unitrode Corporation 1992
Employee Stock Option Plan (the "Plan"), the Board of Directors of Unitrode
Corporation adopted an amendment to ss. 2 of the Plan to increase the
aggregate number of shares of Unitrode's Common Stock, par value $.01 per
share, available for issuance upon exercise of options or stock
appreciation rights granted under the Plan from 6,000,000 to 7,000,000,
effective as of March 23, 1998 and subject to approval by Unitrode
stockholders at the 1998 annual meeting. At the adjourned session of the
1998 annual meeting held on July 29, 1998, the Unitrode stockholders
approved the amendment to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit
Number Description
- ------- -----------
3.1 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.
3.2 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.
3.3 Amendment No. 2 to the Unitrode Corporation 1992 Employee
Stock Option Plan, filed as Exhibit 4.7 to the Registrant's
Registration Statement on Form S-8 (Registration No.
333-35339) and incorporated herein by reference.
3.4 Amendment No. 3 to the Unitrode Corporation 1992 Employee
Stock Option Plan, dated as of August 5, 1997.
3.5 Amendment No. 4 to the Unitrode Corporation 1992 Employee
Stock Option Plan.
5.1 Opinion of Ballard Spahr Andrews & Ingersoll LLP regarding
legality of securities being registered.
23.1 Consent of Ballard Spahr Andrews & Ingersoll LLP (included as
part of its opinion filed as Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included on the signature page of this S-8
Registration Statement).
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 5th day of August, 1998.
UNITRODE CORPORATION
By: /s/ Robert J. Richardson
-------------------------------------
Robert J. Richardson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each individual whose
signature appears below constitutes and appoints Robert J. Richardson, and
Allan R. Campbell, and each of them, his true and lawful attorneys-in-fact
and agents, each with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement and to file the same with 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 by the following persons in the
capacities indicated on August 5, 1998.
Signature Title
--------- -----
/s/ Robert J. Richardson Chief Executive Officer and
--------------------------- Director (principal executive officer)
Robert J. Richardson
/s/ Cosmo S. Trapani Executive Vice President, and Chief
--------------------------- Financial Officer (principal financial
Cosmo S. Trapani officer)
/s/ Robert L. Gable Director
---------------------------
Robert L. Gable
/s/ James T. Vanderslice Director
---------------------------
James T. Vanderslice
/s/ Louis Lataif Director
---------------------------
Louis Lataif
/s/ William W.R. Elder Director
---------------------------
William W.R. Elder
/s/ Derrell C. Coker Director
---------------------------
Derrell C. Coker
/s/ Alan R. Schuele Director
---------------------------
Alan R. Schuele
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
3.1 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.
3.2 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.
3.3 Amendment No. 2 to the Unitrode Corporation 1992 Employee
Stock Option Plan, filed as Exhibit 4.7 to the Registrant's
Registration Statement on Form S-8 (Registration No.
333-35339) and incorporated herein by reference.
3.4 Amendment No. 3 to the Unitrode Corporation 1992 Employee
Stock Option Plan, dated as of August 5, 1997.
3.5 Amendment No. 4 to the Unitrode Corporation 1992 Employee
Stock Option Plan.
5.1 Opinion of Ballard Spahr Andrews & Ingersoll LLP regarding
legality of securities being registered.
23.1 Consent of Ballard Spahr Andrews & Ingersoll LLP (included as
part of its opinion filed as Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included on the signature page of this
S-8 Registration Statement).
AMENDMENT No. 3
to the
UNITRODE CORPORATION
1992 STOCK OPTION PLAN
The Unitrode Corporation 1992 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 5 of the Plan is amended by deleting subsection (d) in
its entirety and substituting the following new subsection (d) in lieu
thereof:
"(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; provided, however, that such limitation shall not apply
to the Chief Executive Officer of the Corporation, who may be
granted an unlimited number of options and SARs in any fiscal
year."
2. Section 7(c) of the Plan is amended by deleting subsection (4) in
its entirety and adding new subsections (4) and (5) as follows:
"(4) At the expiration of a period after the date of Retirement
of the Recipient from the employ of Unitrode Corporation of (i) two years
in the case of non-qualified stock options and SARs; and (ii) ninety days
in the case of incentive stock options. For the purposes of this Plan, the
term "Retirement" shall mean the date upon which the Recipient leaves the
employ of the Corporation on or after such Recipient's "Normal Retirement
Date" or "Early Retirement Date" as such terms are defined in the
Corporation's Profit Sharing/401(k) Savings Plan. This subsection 7(c)(4),
as amended, shall apply prospectively only to stock options and SARs
granted under the Plan on August 5, 1997 and subsequent thereto. All stock
options and SARs granted prior to August 5, 1997 shall be subject to
Section 7(c) as such section was in effect prior to August 5, 1997.
"(5) At the expiration of 60 days after the Recipient's
employment is terminated, if the Recipient's employment is terminated for
any other reason than death, retirement, disability, or for cause."
3. This Amendment is effective on the date set forth below. Except as
set forth above, the Plan shall remain unchanged.
UNITRODE CORPORATION
/s/ Allan R. Campbell
---------------------
Allan R. Campbell
Secretary
Dated: August 5, 1997
AMENDMENT No. 4
to the
UNITRODE CORPORATION
1992 STOCK OPTION PLAN
The Unitrode Corporation 1992 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 $.01 per share,
of the Corporation available for issuance upon exercise of
options or stock appreciation rights granted under the Plan
from 6,000,000 to 7,000,000.
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 1998 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.
UNITRODE CORPORATION
/s/ Allan R. Campbell
---------------------
Allan R. Campbell
Secretary
Dated: March 23, 1998
FILE NUMBER 866974
August 3, 1998
Unitrode Corporation
7 Continental Boulevard
Merrimack, New Hampshire 03054
Re: Registration Statement on Form S-8
Unitrode Corporation 1992 Employee
Stock Option Plan
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 of 1,000,000 shares (the
"Shares") of common stock par value $.01 per share of the Company ("Common
Stock") 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 Company's 1992 Employee Stock Option Plan, as amended (the "Plan").
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, and all amendments thereto,
filed with the Securities and Exchange Commission (the "Commission"),
pursuant to the Securities Act of 1933, as amended (the "1933 Act");
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 its Secretary;
4. Resolutions adopted by the Board of Directors of the Company
relating to (a) the amendment of the Plan and (b) the issuance and
registration of the Shares, certified as of the date hereof by the
Secretary of the Company;
5. The Plan;
6. A specimen of the certificate representing the Common
Stock, certified as of the date hereof by the Secretary of the Company;
7. A certificate of the SDAT as to the good standing of the
Company, dated as of a recent date;
8. A certificate executed by the Secretary of the Company,
dated the date hereof; 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 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 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. Any Documents submitted to us as originals are authentic.
Any Documents submitted to us as certified or photostatic copies conform to
the original documents. All signatures on all such 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 has been no oral or written modification of
or amendment to any of the Documents, and there has been no waiver of any
provision of any of the Documents, by action or omission of the parties or
otherwise.
5. The Shares will not be issued in violation of any
restriction or limitation contained in the Charter.
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 for issuance pursuant
to the Plan and, when and if issued and delivered against payment therefor
and otherwise in the manner described in the Resolutions and the Plan, will
be (assuming that upon any such issuance the total number of shares of
Common Stock issued and outstanding will not exceed the total number of
shares of Common Stock that the Company is then authorized to issue under
the Charter) 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 any federal or
state securities laws, including 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 for submission to the
Commission as an exhibit to the Registration Statement and, accordingly,
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,
Ballard Spahr Andrews & Ingersoll LLP
Exhibit 23.2
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 2,
1998, except for Note P, as to which the date is April 7, 1998, on our
audits of the consolidated financial statements and financial statement
schedule of Unitrode Corporation and Consolidated Subsidiaries as of
January 31, 1998 and 1997, and for each of the three years in the period
ended January 31, 1998, which report is included in the Annual Report on
Form 10-K of Unitrode Corporation for the year ended January 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
August 5, 1998
