<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 2000.
REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
INTERSIL HOLDING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 3674 59-3590018
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
------------------------
7585 IRVINE CENTER DRIVE
SUITE 100
IRVINE, CALIFORNIA 92618
(949) 341-7062
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
STEPHEN M. MORAN, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
7585 IRVINE CENTER DRIVE
SUITE 100
IRVINE, CALIFORNIA 92618
(949) 341-7040
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
With Copies to:
<TABLE>
<S> <C>
CHRISTOPHER G. KARRAS, ESQ. KRIS F. HEINZELMAN, ESQ.
DECHERT CRAVATH, SWAINE & MOORE
4000 BELL ATLANTIC TOWER WORLDWIDE PLAZA
1717 ARCH STREET 825 EIGHTH AVENUE
PHILADELPHIA, PENNSYLVANIA 19103 NEW YORK, NEW YORK 10019
(215) 994-4000 (212) 474-1000
</TABLE>
------------------------
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, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. /x/ File No. 333-44604.
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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,
check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
MAXIMUM
OFFERING PRICE MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) SHARE PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Class A Common Stock, par value $.01 per
share...................................... 1,150,000 shares $48.00 $55,200,000 $14,572.80
</TABLE>
(1) Includes 150,000 shares of Class A Common Stock that the underwriters' have
the option to purchase to cover over-allotments, if any.
EXPLANATORY NOTE
THIS REGISTRATION STATEMENT IS BEING FILED PURSUANT TO RULE 462(B) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND GENERAL INSTRUCTION V ON FORM S-1. THE
CONTENTS OF THE REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-44606), AS
AMENDED, DECLARED EFFECTIVE ON SEPTEMBER 14, 2000 BY THE SECURITIES AND EXCHANGE
COMMISSION, ARE HEREBY INCORPORATED BY REFERENCE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
<TABLE>
<S> <C>
1.01 Form of Underwriting Agreement (incorporated by reference to Exhibit 1.01 to the Registration
Statement on Form S-1 previously filed by Intersil Holding Corporation on September 14, 2000
(Registration No. 333-44606)).
2.01 Amended and Restated Master Transaction Agreement dated as of June 2, 1999, by and among Intersil
Holding Corporation ("Holding"), Intersil Corporation ("Intersil") and Harris Corporation ("Harris")
(incorporated by reference to Exhibit 2.01 to the Registration Statement on Form S-1 previously filed
by Intersil Holding Corporation on November 10, 1999 (Registration No. 333-90857) ("Registration
Statement on Form S-1")).
2.02 Agreement Concerning Deferred Closings dated as of August 13, 1999, by and among Harris and Intersil
(incorporated by reference to Exhibit 2.02 to the Registration Statement on Form S-1).
2.03 Transition Services Agreement dated as of August 13, 1999, by and among Intersil and Harris
(incorporated by reference to Exhibit 2.03 to the Registration Statement on Form S-1).
2.04 Share Sale Agreement dated August 13, 1999, between Harris Airport Systems (Malaysia) Sdn. Bhd., Harris
Solid State (Malaysia) Sdn. Bhd. and Sapphire Worldwide Investments, Inc. (incorporated by reference to
Exhibit 2.04 to the Registration Statement on Form S-1).
2.05 Agreement for the Sale and Purchase of the Business and Assets of Harris Semiconductor Limited dated as
of August 13, 1999, between Harris Semiconductor Limited and Intersil Limited (incorporated by
reference to Exhibit 2.05 to the Registration Statement on Form S-1).
2.06 Asset Purchase Agreement dated as of August 20, 1999, between Harris Semiconductor Design & Sales Pte.
Ltd. and Intersil Pte. Ltd. (incorporated by reference to Exhibit 2.06 to the Registration Statement on
Form S-1).
2.07 Purchase Agreement of Corporate Quotas of a Limited Liability Company, dated as of August 13, 1999,
between Harris Semiconductor BV, Harris Semiconductor Limited and Intersil (incorporated by reference
to Exhibit 2.07 to the Registration Statement on Form S-1).
2.08 Assignment of Shares, dated as of August 13, 1999, between Intersil and Harris for the transfer by
Harris of all of its shares of Harris Semiconducteurs, Sarl to Intersil (incorporated by reference to
Exhibit 2.08 to the Registration Statement on Form S-1).
2.09 Share Transfer Agreement, dated as of August 1, 1999, between Harris and Intersil for the transfer of
stock of Harris Semiconductor Y.H. (incorporated by reference to Exhibit 2.09 to the Registration
Statement on Form S-1).
2.10 Equity Purchase Agreement, dated as of August 13, 1999, between Harris Advanced Technology (Malaysia)
Sdn. Bhd. and Harris Airport Systems (M) Sdn. Bhd. (incorporated by reference to Exhibit 2.10 to the
Registration Statement on Form S-1).
2.11 Agreement Re: China Subsidiaries, dated as of August 13, 1999, between Harris and Intersil
(incorporated by reference to Exhibit 2.11 to the Registration Statement on Form S-1).
2.12 Agreement Re: Anshan Joint Venture, dated as of August 13, 1999, between Harris Advanced Technology
(Malaysia) Sdn. Bhd. and Harris Airport Systems (M) Sdn. Bhd. (incorporated by reference to Exhibit
2.12 to the Registration Statement on Form S-1).
2.13 Agreement Re: Guangzhou Joint Venture, dated as of August 13, 1999, between Harris Advanced Technology
(Malaysia) Sdn. Bhd. and Harris Airport Systems (M) Sdn. Bhd. (incorporated by reference to Exhibit
2.13 to the Registration Statement on Form S-1).
2.14 Agreement Re: Suzhou Harris, dated as of August 13, 1999, between Harris Advanced Technology (Malaysia)
Sdn. Bhd. and Harris Airport Systems (M) Sdn. Bhd. (incorporated by reference to Exhibit 2.14 to the
Registration Statement on Form S-1).
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C>
2.15 Intellectual Property Agreement, dated as of August 13, 1999, among Harris, Harris Semiconductor
Patents, Inc. and Holding (incorporated by reference to Exhibit 2.15 to the Registration Statement on
Form S-1).
2.16 Patent Assignment and Services Agreement, dated as of August 13, 1999, among Harris, Harris
Semiconductor Patents, Inc. and Holding (incorporated by reference to Exhibit 2.16 to the Registration
Statement on Form S-1).
2.17 License Assignment Agreement, dated as of August 13, 1999, among Harris, Harris Semiconductor Patents,
Inc. and Holding (incorporated by reference to Exhibit 2.17 to the Registration Statement on Form S-1).
2.18 Harris Trademark License Agreement, dated as of August 13, 1999, among Harris, HAL Technologies, Inc.
and Holding (incorporated by reference to Exhibit 2.18 to the Registration Statement on Form S-1).
2.19 Secondary Trademark Assignment and License Agreement, dated as of August 13, 1999, between Harris and
Holding (incorporated by reference to Exhibit 2.19 to the Registration Statement on Form S-1).
2.20 PRISM(R) Intellectual Property Assignment, dated August 13, 1999, between Holding and Intersil
(incorporated by reference to Exhibit 2.20 to the Post-Effective Amendment No. 1 to the Registration
Statement on Form S-1).
2.21 Tax Sharing Agreement, dated as of August 13, 1999, among Holding, Intersil and Choice Microsystems,
Inc. (incorporated by reference to Exhibit 2.21 to the Registration Statement on Form S-1).
2.22 Royalty Agreement, dated as of August 13, 1999, among Harris and Intersil (incorporated by reference to
Exhibit 2.22 to the Registration Statement on Form S-1).
2.23 Option Agreement, dated as of August 13, 1999, among Intersil and Intersil PRISM, LLC. (incorporated by
reference to Exhibit 2.23 to the Registration Statement on Form S-1).
2.24 Stock Purchase Agreement among ChipPAC Limited, ChipPAC, Inc., Sapphire Worldwide Investments, Inc. and
Intersil Corporation dated as of June 30, 2000 (incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K previously filed by ChipPAC, Inc. on July 14, 2000 (Commission File No.
333-91641)).
2.25 Share Purchase Agreement dated April 27, 2000 by and among Holding, Intersil B.V., No Wires Needed
B.V., Gilde It Fund B.V., Parnib B.V., 3Com Corporation, Kennet I L.P., Hans B. Van Der Hoek and the
shareholders named therein (incorporated by reference to Exhibit 2.25 to the Report on Form 10-K
previously filed by Intersil Holding Corporation on August 17, 2000).
2.26 Amendment No. 1 to the Share Purchase Agreement dated April 27, 2000 by and among Holding, Intersil
B.V., No Wires Needed B.V., Gilde It Fund B.V., Parnib B.V., 3Com Corporation, Kennet I L.P., Hans B.
Van Der Hoek and the shareholders named therein (incorporated by reference to Exhibit 2.26 to the
Report on Form 10-K previously filed by Intersil Holding Corporation on August 17, 2000).
3.01 Restated Certificate of Incorporation of Holding (incorporated by reference to Exhibit 3.01 to the
Post-Effective Amendment No. 1 to the Registration Statement on Form S-1).
3.02 Bylaws of Holding (incorporated by reference to Exhibit 3.02 to the Registration Statement on Form
S-1).
4.01 Specimen Certificate of Holding's Class A Common Stock (incorporated by reference to Exhibit 4.01 to
Amendment No. 2 to the Registration Statement on Form S-1 (Registration Number 333-95199)).
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C>
4.02 Amended and Restated Registration Rights Agreement, dated as of January 21, 2000, by and among Holding,
Sterling Holding Company, L.L.C., Manatee Investment Corporation, Citicorp Mezzanine Partners, L.P. and
the management investors named therein (incorporated by reference to Exhibit 4.02 to the Registration
Statement on Form 8-A previously filed by Intersil Holding Corporation on February 18, 2000).
5.01 Opinion of Dechert.**
10.01 Warrant Agreement, dated as of August 13, 1999, between Holding and United States Trust Company of New
York (incorporated by reference to Exhibit 4.01 to the Registration Statement on Form S-1).
10.02 Purchase Agreement, dated as of August 6, 1999, between Intersil, Holding, Harris Semiconductor, LLC,
Harris Semiconductor (Ohio), LLC, Harris Semiconductor (Pennsylvania), LLC, Choice Microsystems, Inc.,
Credit Suisse First Boston Corporation, J. P. Morgan Securities Inc. and Salomon Smith Barney Inc.
(incorporated by reference to Exhibit 4.02 to the Registration Statement on Form S-1).
10.03 Registration Rights Agreement, dated as of August 6, 1999, between Intersil, Holding, Harris
Semiconductor, LLC, Harris Semiconductor (Ohio), LLC, Harris Semiconductor (Pennsylvania), LLC, Choice
Microsystems, Inc., Credit Suisse First Boston Corporation, J. P. Morgan Securities Inc. and Salomon
Smith Barney Inc. (incorporated by reference to Exhibit 4.03 to the Registration Statement on Form
S-1).
10.04 Indenture, dated as of August 13, 1999, among Intersil, Holding, Harris Semiconductor, LLC, Harris
Semiconductor (Ohio), LLC, Harris Semiconductor (Pennsylvania), LLC, Choice Microsystems, Inc. and
United States Trust Company of New York for 13 1/4% Senior Subordinated Notes due 2009 (incorporated by
reference to Exhibit 10.01 to the Registration Statement on Form S-1).
10.05 Form of 13 1/4% Senior Subordinated Notes due 2009 (included in Exhibit 10.01).
10.06 Credit Agreement, dated as of August 13, 1999, among Intersil, the Lender Parties thereto, Credit
Suisse First Boston, as the Administrative Agent, Salomon Smith Barney, as Syndication Agent, and
Morgan Guaranty Trust Company of New York, as Documentation Agent (incorporated by reference to Exhibit
10.03 to the Registration Statement on Form S-1).
10.07 Amendment No. 1 and Waiver, dated as of January 28, 2000, to the Credit Agreement, dated as of August
13, 1999, among Intersil, Holding, Credit Suisse First Boston, as the Administrative Agent, Salomon
Smith Barney, Syndication Agent, and Morgan Guaranty Trust Company of New York, as Documentation Agent
(incorporated by reference to Exhibit 10.07 to the Amendment No. 2 to the Registration Statement on
Form S-1).
10.08 Subordinated Credit Agreement, dated as of August 13, 1999, among Holding and Citicorp Mezzanine
Partners, L.P. for 13 1/2% Subordinated Pay-In-Kind Note due 2010 (incorporated by reference to Exhibit
10.04 to the Registration Statement on Form S-1).
10.09 Form of 13 1/2% Subordinated Pay-In-Kind Note due 2010 (included in Exhibit 10.04).
10.10 Indenture, dated as of August 13, 1999, among Holding and United States Trust Company of New York for
11.13% Subordinated Pay-In-Kind Notes due 2010 (incorporated by reference to Exhibit 10.06 to the
Registration Statement on Form S-1).
10.11 Form of 11.13% Subordinated Pay-In-Kind Note due 2010 (included in Exhibit 10.06).
10.12 Securities Purchase and Holders Agreement, dated as of August 13, 1999, among Holding, Sterling Holding
Company, LLC, Manatee Investment Corporation, Intersil Prism LLC, Citicorp Mezzanine Partners, L.P.,
William N. Stout and the management investors named therein (incorporated by reference to Exhibit 10.09
to the Registration Statement on Form S-1).
10.13 Option Award Agreement, dated as of August 13, 1999 (incorporated by reference to Exhibit 10.10 to the
Registration Statement on Form S-1).
</TABLE>
II-3
<PAGE>
<TABLE>
<S> <C>
10.14 Employment Agreement, dated as of August 9, between Intersil and Gregory L. Williams (incorporated by
reference to Exhibit 10.11 to the Registration Statement on Form S-1).
10.15 Agreement between Harris and Local Union No. 1907 International Brotherhood of Electrical Workers,
AFL-CIO (Findlay, OH Facility), effective as of July 1, 1996 (incorporated by reference to Exhibit
10.12 to the Registration Statement on Form S-1).
10.16 Agreement between Harris and Local Union 177 International Union of Electronic, Electrical, Salaried,
Machine and Furniture Workers, AFL-CIO (Mountaintop, PA Facility), effective December 1, 1998
(incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1).
10.17 Machinery and Equipment Loan Agreement, dated September 9, 1996, between Commonwealth of Pennsylvania,
Department of Community and Economic Development and Harris (incorporated by reference to Exhibit 10.14
to the Registration Statement on Form S-1).
10.18 Machinery and Equipment Loan Agreement, dated as of November 3, 1998, between Commonwealth of
Pennsylvania, Department of Community and Economic Development and Harris (incorporated by reference to
Exhibit 10.15 to the Registration Statement on Form S-1).
10.19 Master Agreement, dated as of December 2, 1997, between Harris Semiconductor and Optum Software
(incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1).
10.20 Purchase Agreement, dated as of March 14, 1997, between Harris Semiconductor and Praxair, Inc.
(incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1).
10.21 Asset Purchase Agreement, dated as of July 2, 1999, by and among Align-Rite International, Inc.,
Align-Rite, Inc. and Harris (incorporated by reference to Exhibit 10.18 to the Registration Statement
on Form S-1).
10.22 Bill of Sale and Assignment, dated as of July 2, 1999, by Harris in favor of Align-Rite International,
Inc. and Align-Rite, Inc. (incorporated by reference to Exhibit 10.19 to the Registration Statement on
Form S-1).
10.23 Lease Agreement, dated as of July 2, 1999, by and among Harris Corporation Semiconductor Business Unit
and Align-Rite, Inc. (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form
S-1).
10.24 Photomask Supply and Strategic Alliance Agreement, dated as of July 2, 1999, by and among Harris,
Align-Rite International, Inc. and Align-Rite, Inc. (incorporated by reference to Exhibit 10.21 to the
Registration Statement on Form S-1).
10.25 Site Services Agreement, dated as of July 2, 1999, by and among Harris Corporation Semiconductor
Business Unit and Align-Rite, Inc. (incorporated by reference to Exhibit 10.22 to the Registration
Statement on Form S-1).
10.26 Software License Agreement, dated as of July 31, 1984, between Harris and Consilium Associates, Inc.
(incorporated by reference to Exhibit 10.23 to the Registration Statement on Form S-1).
10.27 Addendum Software License and Maintenance Agreement, dated as of October 27, 1995, between Harris and
Consilium, Inc. (incorporated by reference to Exhibit 10.24 to the Registration Statement on Form S-1).
10.28 Specialty Gas Supply Agreement, dated as of October 15, 1996, between Air Products and Chemicals, Inc.
and Harris (incorporated by reference to Exhibit 10.25 to the Registration Statement on Form S-1).
10.29 Silicon Wafer Purchase Agreement, dated as of January 1, 1997, between Mitsubishi Silicon America
Corporation and Harris (incorporated by reference to Exhibit 10.26 to the Registration Statement on
Form S-1).
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C>
10.30 Nitrogen Supply Agreement, dated as of September 22, 1992, between Harris Corporation Semiconductor
Sector and Liquid Air Corporation Merchant Gases Division (incorporated by reference to Exhibit 10.27
to the Registration Statement on Form S-1).
10.31 Nitrogen Supply System Agreement, Amendment Number 1, dated as of September 15, 1996, between Air
Liquide America Corporation and Harris Corporation Semiconductor Sector (incorporated by reference to
Exhibit 10.28 to the Registration Statement on Form S-1).
10.32 Site Subscription Agreement, dated as of July 1, 1993, between Harris Semiconductor Sector of Harris
and Cadence Design Systems, Inc. (incorporated by reference to Exhibit 10.29 to the Registration
Statement on Form S-1).
10.33 Site Subscription Addendum, dated December 19, 1997, between Harris Semiconductor Sector of Harris and
Cadence Design Systems, Inc. (incorporated by reference to Exhibit 10.30 to the Registration Statement
on Form S-1).
10.34 HMCD--HSS Memorandum of Agreement, dated March 26, 1999, between Harris Microwave Communication
Division and Harris Semiconductor Sector (incorporated by reference to Exhibit 10.31 to the
Registration Statement on Form S-1).
10.35 Investment Agency Appointment and Participation Authorization, dated September 3, 1999, between
Intersil, Intersil Corporation Master Trust and T. Rowe Price Trust Company (incorporated by reference
to Exhibit 10.32 to the Registration Statement on Form S-1).
10.36 Investment Agency Appointment and Participation Authority, dated September 3, 1999, between Intersil
Corporation Master Trust and T. Rowe Price Trust Company (incorporated by reference to Exhibit 10.33 to
the Registration Statement on Form S-1).
10.37 Investment Advisory Agreement (Equity Growth Fund), dated September 3, 1999, between T. Rowe Price
Associates, Inc. and Intersil Corporation Retirement Committee (incorporated by reference to Exhibit
10.34 to the Registration Statement on Form S-1).
10.38 Investment Advisory Agreement (Equity Income Fund), dated September 3, 1999, between T. Rowe Price
Associates, Inc. and Intersil Corporation Retirement Committee (incorporated by reference to Exhibit
10.35 to the Registration Statement on Form S-1).
10.39 Intersil Corporation Retirement Plan (Non-Union), dated September 3, 1999 (incorporated by reference to
Exhibit 10.36 to the Registration Statement on Form S-1).
10.40 Intersil Corporation Retirement Plan (Union), dated September 3, 1999 (incorporated by reference to
Exhibit 10.37 to the Registration Statement on Form S-1).
10.41 Commercial Supply Agreement, dated December 3, 1998, by and between Texas Instruments Incorporated and
Harris (incorporated by reference to Exhibit 10.38 to the Registration Statement on Form S-1).
10.42 Military Supply Agreement, dated December 3, 1998, by and between Texas Instruments Incorporated and
Harris (incorporated by reference to Exhibit 10.39 to the Registration Statement on Form S-1).
10.43 Intellectual Property Agreement, dated December 3, 1998, by and between Texas Instruments Incorporated,
Harris, Harris Advanced Technology (Malaysia) Sdn. Bhd. and Harris Southwest Properties, Inc.
(incorporated by reference to Exhibit 10.40 to the Registration Statement on Form S-1).
10.44 Asset Transfer Agreement, dated December 3, 1998, by and between Texas Instruments Incorporated and
Harris Advanced Technology (Malaysia) Sdn. Bhd. (incorporated by reference to Exhibit 10.41 to the
Registration Statement on Form S-1).
10.45 Military Asset Purchase Agreement, dated October 23, 1998, by and between Texas Instruments
Incorporated, Harris, Harris Advanced Technology (Malaysia) Sdn. Bhd. and Harris Southwest Properties,
Inc. (incorporated by reference to Exhibit 10.42 to the Registration Statement on Form S-1).
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C>
10.46 Commercial Asset Purchase Agreement, dated October 23, 1998, by and between Texas Instruments
Incorporated, Harris, Harris Advanced Technology (Malaysia) Sdn. Bhd. and Harris Southwest Properties,
Inc. (incorporated by reference to Exhibit 10.43 to the Registration Statement on Form S-1).
10.47 Certificate of Leasehold Property for Land Office No. 7668 by Harris Advanced Technology (M) Sdn. Bhd.
(incorporated by reference to Exhibit 10.44 to the Registration Statement on Form S-1).
10.48 State Lease for Lot No. 7716 by Harris Advanced Technology (Malaysia) Sdn. Bhd. (incorporated by
reference to Exhibit 10.45 to the Registration Statement on Form S-1).
10.49 Certificate of Leasehold Property for Land Office No. 7666 by Harris Advanced Technology (M) Sdn. Bhd.
(incorporated by reference to Exhibit 10.46 to the Registration Statement on Form S-1).
10.50 Amendment No. 1, dated as of December 13, 1999, to the Securities Purchase and Holders Agreement by and
among Holding, Sterling Holding Company, LLC, Manatee Investment Corporation, Citicorp Mezzanine
Partners, L.P. and the management investors named therein (incorporated by reference to Exhibit 10.50
to the Registration Statement on Form S-1 previously filed by Intersil Holding Corporation on
September 5, 2000 (Registration No. 333-44606)).
10.51 Amendment No. 2, dated as of May 31, 2000, to the Securities Purchase and Holders Agreement, by and
among Holding, Sterling Holding Company, LLC, Manatee Investment Corporation, Citicorp Mezzanine
Partners, L.P. and the management investors named therein (incorporated by reference to Exhibit 10.51
to the Registration Statement on Form S-1 previously filed by Intersil Holding Corporation on
September 5, 2000 (Registration No. 333-44606)).
10.52 Supply Agreement entered into as of June 30, 2000 by and between ChipPAC Limited and lntersil
Corporation (incorporated by reference to Exhibit 10.33 to the Registration Statement on Form S-1
previously filed by ChipPAC, Inc. on July 14, 2000 (Registration No. 333-39428)).
10.53 Intellectual Property Agreement entered into as of June 30, 2000 between Intersil Corporation and
ChipPAC Limited (incorporated by reference to Exhibit 10.32 to the Registration Statement on Form S-1
previously filed by ChipPAC, Inc. on July 14, 2000 (Registration No. 333-39428)).
10.54 Intersil Holding Corporation 1999 Equity Compensation Plan, effective as of August 13, 1999
(incorporated by reference to Exhibit 10.54 to the Annual Report on Form 10-K previously filed by
Intersil Holding Corporation on August 17, 2000).
10.55 The Intersil Holding Corporation Employee Stock Purchase Plan, effective as of February 25, 2000
(incorporated by reference to Exhibit 10.55 to the Annual Report on Form 10-K previously filed by
Intersil Holding Corporation on August 17, 2000).
21.01 Subsidiaries of Holding (incorporated by reference to Exhibit 21.01 to the Annual Report on
Form 10-K previously filed by Intersil Holding Corporation on August 17, 2000).
23.01 Consent of Dechert (included in Exhibit 5.01).**
23.02 Consent of Ernst & Young LLP.**
24.01 Power of Attorney.**
27.01 Financial Data Schedule (incorporated by reference to Exhibit 27.01 to the Registration Statement on
Form S-1 previously filed by Intersil Holding Corporation on September 14, 2000 (Registration
No. 333-44606)).
(b) Financial Statement Schedules
None
Schedules have been omitted since they are not required or are
not applicable or the required information is shown in the
financial statements or related notes.
</TABLE>
II-6
------------------
* To be filed.
** Filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
below-named Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Irvine, State of California, on the 15th day of September, 2000.
INTERSIL HOLDING CORPORATION
By: GREGORY L. WILLIAMS
------------------------------------
Gregory L. Williams
Chief Executive Officer and
Director
POWER OF ATTORNEY
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gregory L. Williams, Daniel J. Heneghan
and Stephen M. Moran, each his attorney-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 or any
Registration Statement for the same offering that is effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same with exhibits thereto and other documents in connection therewith
or in connection with the registration of common stock under the Securities
Exchange Act of 1934, as amended, with the Securities and Exchange Commission,
granting unto such attorney-in-fact and agent 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 attorney-in-fact,
or his agent or substitute, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on September 15, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
------------------------------------------------------ ---------------------------------------------
<S> <C>
GREGORY L. WILLIAMS Chief Executive Officer and Director
------------------------------------------------------ (principal executive officer)
Gregory L. Williams
DANIEL J. HENEGHAN Vice President, Chief Financial Officer
------------------------------------------------------ and Assistant Secretary (principal financial
Daniel J. Heneghan and accounting officer)
ROBERT W. CONN Director
------------------------------------------------------
Robert W. Conn
GARY E. GIST Director
------------------------------------------------------
Gary E. Gist
JAN PEETERS Director
------------------------------------------------------
Jan Peeters
ROBERT N. POKELWALDT Director
------------------------------------------------------
Robert N. Pokelwaldt
JAMES A. URRY Director
------------------------------------------------------
James A. Urry
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
EXHIBITS
5.01** Opinion of Dechert, Dated September 15, 2000.
23.02** Consent of Ernst & Young LLP.
----------
** Filed herewith
