As filed with the Securities and Exchange Commission on November 27, 2000.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERSIL HOLDING CORPORATION
(Exact name of Registrant as specified in its charter)
7585 Irvine Center Drive, Suite 100
Delaware Irvine, California 92618 59-3590018
(State of Incorporation) (Address of principal
executive offices) (Zip Code) (I.R.S. Employer
Identification No.)
SICOM, INC. 1985 INCENTIVE STOCK OPTION PLAN
SICOM, INC. 1996 EQUITY INCENTIVE PLAN
OPTION ISSUED TO ROBERT W. PUTNAM
(Full Title of the Plan)
Stephen M. Moran, Esq.
Vice President, General Counsel and Secretary
Intersil Holding Corporation
7585 Irvine Center Drive, Suite 100
Irvine, California 92618
(Name and address of agent for service)
(949) 341-7040
(Telephone number, including area code, of agent for service)
With a Copy to:
Christopher G. Karras, Esq.
Dechert
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
(215) 994-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Title Of Amount Maximum Maximum Amount of
Securities To Be Offering Aggregate Registration
To Be Registered(1) Price Per Offering Fee
Registered Share(2) Price(2)
-------------------- ------------- ---------- ----------- -------------
Class A
Common Stock of
Intersil
Holding 600,000 shares $21.69 $13,014,000 $3,436
Corporation,
par value
$.01 per share
</TABLE>
(1) Represents 12,000 shares under the SiCOM, Inc. 1985 Incentive Stock Option
Plan, 455,000 shares under the SiCOM, Inc. 1996 Equity Incentive Plan and
133,000 shares under the Option Issued to Robert W. Putnam.
(2) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended,
on the basis of $21.69 per share, the average of the high and low prices
of Common Stock, par value $.01 per share ("Common Stock"), of Intersil
Holding Corporation as reported on the NASDAQ on November 22, 2000.
<PAGE>
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 have been filed with the Commission are incorporated by
reference in this Registration Statement as of their respective dates:
(a) The Registrant's latest annual report on Form 10-K filed on August
17, 2000 for the year ended June 30, 2000;
(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 June 30,
2000;
(c) the description of the Registrant's 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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<PAGE>
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 the 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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<PAGE>
Exhibit Number Description
4.1 The relevant portions of 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 (counsel to the Registrant).
23.1 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on signature page).
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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<PAGE>
(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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<PAGE>
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 Irvine, state of California, on this 16th day of
November, 2000.
INTERSIL HOLDING CORPORATION
By: /s/ Gregory L. Williams
----------------------------
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.
Name Title Date
/s/ Gregory L. Williams November 16, 2000
--------------------------
Gregory L. Williams Chief Executive Officer and Director
(principal executive officer)
/s/ Daniel J. Heneghan November 16, 2000
--------------------------
Daniel J. Heneghan Vice President, Chief Financial Officer
and Assistant Secretary
(principal financial and accounting officer)
/s/ Robert W. Conn November 16, 2000
--------------------------
Robert W. Conn Director
/s/ Gary E. Gist November 16, 2000
--------------------------
Gary E. Gist Director
/s/ Jan Peeters November 16, 2000
--------------------------
Jan Peeters Director
/s/ Robert N. Pokelwaldt November 16, 2000
--------------------------
Robert N. Pokelwaldt Director
/s/ James A. Urry November 16, 2000
--------------------------
James A. Urry Director
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<PAGE>
EXHIBIT INDEX
Exhibit No. Document
4.1 The relevant portions of 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 (counsel to the Registrant).
23.1 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on signature page).
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