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As filed with the Securities and Exchange Commission on
February 25, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERSIL HOLDING CORPORATION
(Exact name of Registrant as specified in its charter)
2401 Palm Bay Road NE
Delaware Palm Bay, FL 32905 59-3590018
(State of Incorporation) (Address of principal executive (I.R.S. Employer
offices) (Zip Code) Identification No.)
INTERSIL HOLDING CORPORATION
1999 EQUITY COMPENSATION PLAN
INTERSIL HOLDING CORPORATION EMPLOYEE
STOCK PURCHASE PLAN
(Full Title of the Plans)
Stephen M. Moran, Esq.
General Counsel
Intersil Holding Corporation
2401 Palm Bay Road NE
Palm Bay, Florida 32905
(Name and address of agent for service)
(321) 724-7000
(Telephone number, including area code, of agent for service)
With a Copy to:
Christopher G. Karras, Esq.
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
(215) 994-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title Of Proposed Proposed
Securities Amount Maximum Maximum Amount Of
To Be To Be Offering Aggregate Registration
Registered Registered Price Per Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Class A Common Stock of
Intersil Holding Corporation, 8,833,334 shares $ 0.05 $441,666.70 $ 130.29
par value $.01 per share
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</TABLE>
(1) The amounts are based upon a bonafide estimate of the offering price
and are used solely for the purpose of calculating the registration
fee in accordance with paragraphs (a) and (h) of Rule 457 promulgated
under the Securities Act of 1933.
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s
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Information required in Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act"), is not required to be filed with the
Securities and Exchange Commission (the "Commission") and is omitted from this
Registration Statement in accordance with the explanatory note to Part I of Form
S-8 and Rule 428 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of Intersil Holding Corporation (the
"Registrant") which we have filed or plan to file with the Commission are
incorporated by reference in this Registration Statement as of their respective
dates:
(a) The prospectus filed pursuant to Rule 424(b) under the
Securities Act, in connection with our initial public offering of common stock
which we registered on a registration statement on Form S-1 (File No.
333-95199), filed January 21, 2000, as amended;
(b) all reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
July 2, 1999;
(c) the description of our Class A Common Stock contained in
the registration statement on Form S-1 (File No. 333-95199), filed January 21,
2000, as amended, and including any amendment or report filed for the purpose of
updating such description;
(d) all documents subsequently filed by the Registrant with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement, which indicates that
all securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed to be
a part of this Registration Statement from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
As permitted by the Delaware General Corporation Law, (the
"Delaware Code") Article 4 of the Registrant's Bylaws provide for th`e
indemnification of any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "proceeding") by
reason of the fact that such person is or was a director or officer of the
Registrant or a constituent corporation absorbed in a consolidation or merger,
or is or was serving at the request of the Registrant or a constituent
corporation absorbed in a consolidation or merger, as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise, or
is or was a director or officer of the Registrant or other enterprise, or is or
was a director or officer of the Registrant serving at its request as an
administrator, trustee or other fiduciary of one or more of the employee benefit
plans of the Registrant or other enterprise, against expenses (including
attorneys' fees), liability and loss actually and reasonably incurred or
suffered by such person in connection with such proceeding, whether or not the
indemnified liability arises or arose from any threatened, pending or completed
proceeding by or in the right of the Registrant, except to the extent that such
indemnification is prohibited by applicable law. The Registrant's Bylaws also
provide that such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled as a matter of law or under
any bylaw, agreement, vote of stockholders or otherwise.
Also, pursuant to the Delaware Code, the Registrant's Bylaws
set forth the extent to which the Registrant is authorized to indemnify and
advance expenses to its directors or officers. The Registrant may indemnify any
person subject to any action by reason of the fact that he is or was a director
or officer of the Registrant. Any determination that indemnification by the
Registrant in a specific case is proper must be made by a majority of
uninterested directors or independent legal counsel. To the extent permitted by
law, the Registrant must advance to officers and directors their expenses
incurred in defending a civil or criminal action in advance of the final
disposition of such action.
The Bylaws also authorize the Registrant to purchase and
maintain insurance, or make other financial arrangements, on behalf of any
director or officer of the Registrant for any liability incurred by him in his
capacity as such, whether or not the Registrant has the authority to indemnify
him against such liability.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:
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<TABLE>
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Exhibit Number Description
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4.1 The relevant portions the Certificate of Incorporation, as amended, of the
Registrant defining the rights of holders of Class A Common Stock (which is
set forth on Exhibit 3.01 to the registration statement on Form S-1
(File No. 333-95199), filed January 21, 2000).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.02 to the
registration statement on Form S-1 (File No. 333-95199), filed January 21,
2000).
5.1 Opinion of Dechert Price & Rhoads (counsel to the Registrant).
23.1 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on signature page).
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Item 9. 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
Securities Act;
(ii) to reflect in the prospectus any facts or events 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement and
(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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
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(2) That, for the purpose of determining any liability under
the Securities 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 Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange 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
Securities 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant. 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 Palm Bay, state of Florida, on this
25th day of February, 2000.
INTERSIL HOLDING CORPORATION
By: GREGORY L. WILLIAMS
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Gregory L. Williams
Chief Executive Officer
POWER OF ATTORNEY
KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gregory L. Williams and Daniel
J. Heneghan, each and individually, his attorneys-in-fact, with full power of
substitution and resubstitution, for him in any and all capacities, to sign any
or all amendments or post-effective amendments to this registration statement
and to file the same with the Securities and Exchange Commission, granting unto
each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each such
attorney-in-fact, or his agent 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 and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date indicated.
<TABLE>
<S> <C>
GREGORY L. WILLIAMS
- ------------------------------------------------------------ Chief Executive Officer and Director
Gregory L. Williams (principal executive officer)
DANIEL J. HENEGHAN
- ------------------------------------------------------------ Assistant Secretary, Controller and Vice President
Daniel J. Heneghan (principal financial and accounting officer)
JAMES A. URRY
- ------------------------------------------------------------ Director
James A. Urry
GARY E. GIST
- ------------------------------------------------------------ Director
Gary E. Gist
</TABLE>
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Document
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<S> <C>
4.1 The relevant portions the Certificate of Incorporation, as amended, of the
Registrant defining the rights of holders of Class A Common Stock (which is
set forth on Exhibit 3.01 to the registration statement on Form S-1 (File No.
333-95199), filed January 21, 2000).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.02 to the
registration statement on Form S-1 (File No. 333-95199), filed January 21, 2000).
5.1 Opinion of Dechert Price & Rhoads (counsel to the Registrant).
23.1 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on signature page).
</TABLE>
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EXHIBIT 5.1
[Dechert Price & Rhoads Letterhead]
February 25, 2000
Intersil Holding Corporation
2401 Palm Bay Road NE
Palm Bay, Florida 32905
Re: Intersil Holding Corporation; 8,833,334 Shares of
Common Stock
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Gentlemen and Ladies:
We have acted as counsel for Intersil Holding Corporation (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended (the "Securities Act"), of an aggregate of 8,833,334 shares (the
"Shares") of the Company's Common Stock, par value $.01 per share ("Common
Stock") proposed to be issued pursuant to a Registration Statement on Form S-8
(the "Registration Statement") to be filed today with the Securities and
Exchange Commission under the Securities Act relating to the Company's 1999
Equity Compensation Plan and its Employee Stock Purchase Plan (together the
"Plans").
We have participated in the preparation of the Registration
Statement and examined such corporate records and documents and matters of law
as we have considered appropriate to enable us to give this opinion.
Based upon the foregoing, it is our opinion that the Shares
have been duly and validly authorized by the Company, and that the Shares
issuable upon exercise of stock options in accordance with the terms of the
Plans and option agreements, and delivered to the purchasers thereof against
payment of the exercise price therefor, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act.
Very truly yours,
/s/ Dechert Price & Rhoads
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Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Intersil Corporation, pertaining to the Intersil Holding Corporation
1999 Equity Compensation Plan and the Intersil Holding Corporation Employee
Stock Purchase Plan, of our report dated November 3, 1999 (except as to Note L
as to which the date is February 23, 2000), with respect to the consolidated
financial statements of Intersil Holding Corporation included in its
Registration Statement on Form S-1 (No. 333-95199) filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Jacksonville, Florida
February 24, 2000
