<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 13, 2000.
REGISTRATION NO. 333-44606
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
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>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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. / /
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. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following expenses (other than the SEC filing fee, the NASD filing fee
and the Nasdaq National Market listing fee) are estimated:
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee................................................................................ $ 162,236
NASD Filing Fee..................................................................................... 30,500
Nasdaq National Market Listing Fee.................................................................. 35,000
Accounting Fees..................................................................................... 22O,000
Printing and Engraving Expenses..................................................................... 230,000
Legal Fees and Expenses (other than blue sky)....................................................... 320,000
Blue Sky Fees and Expenses.......................................................................... 1,000
Transfer Agent and Registrar Fees................................................................... 1,000
Miscellaneous Fees and Expenses..................................................................... 264
----------
Total............................................................................................. $1,000,000
==========
</TABLE>
------------------
* To be completed by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the Delaware General Corporation Law, the Restated
Certificate of Incorporation of the Issuer provides that directors of the Issuer
shall not be personally liable to the Issuer or its shareholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Issuer or its shareholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, relating to prohibited dividends or
distributions or the repurchase or redemption of stock, or (iv) for any
transaction from which the director derives an improper personal benefit. In
addition, the By-laws of the Issuer provide for indemnification of the Issuer's
officers and directors to the fullest extent permitted under Delaware law.
Section 145 of the Delaware General Corporation Law provides that a corporation
may indemnify any persons, including officers and directors, who were or are, or
are threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of such corporation or is or was serving at the request of such corporation as
an officer, director, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, for criminal proceedings, had no reasonable cause to believe that his
conduct was unlawful. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses that such officer or director actually and reasonably
incurred. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling an
Issuer pursuant to the foregoing provisions, the Issuer has been informed that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
The directors and officers of the Issuer are insured against certain
liabilities under the Issuer's directors' and officers' liability insurance.
II-1
<PAGE>
The Underwriting Agreement filed as Exhibit 1.01 to this Registration
Statement provides for indemnification by the underwriters of the Issuer and its
officers and directors for some liabilities that arise under the Securities Act
or otherwise.
The foregoing summary of the Delaware General Corporation Law and of the
Certificate of Incorporation and By-laws of the Issuer is qualified in its
entirety by reference to the relevant provisions of the Delaware General
Corporation Law and of the Issuer's Certificate of Incorporation and By-laws,
which are filed as exhibits to this Registration Statement.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On August 13, 1999, pursuant to an Amended and Restated Master Transaction
Agreement, Intersil and Intersil Holding acquired selected portions of the
semiconductor business of Harris (the "Acquisition"). In connection with the
Acquisition, (i) Intersil Holding issued an 11.13% subordinated promissory note
to Harris in the principal amount of $90.0 million; (ii) Harris paid about $9.0
million in cash to Intersil Holding to purchase shares of 12% Series A
Cumulative Compounding Preferred Stock ("Intersil Holding Preferred Stock") and
shares of common stock ("Intersil Holding Common Stock"); (iii) Intersil Holding
sold to Sterling Holding Company, LLC shares of Intersil Holding Preferred Stock
and Intersil Holding Common Stock and to senior management and other key
employees and certain other investors shares of Intersil Holding Common Stock
for a total of about $81.0 million in cash, (iv) Citicorp Mezzanine Partners,
L.P. contributed $30.0 million in cash to Intersil Holding in exchange for a
13.5% subordinated promissory note and warrants to purchase about 3,703,707
shares of Class A Common Stock of Intersil Holding. In addition, Intersil
Holding granted to senior managers a sign-on bonus in the aggregate amount of
about $574,000, in the form of options to purchase Intersil Holding Preferred
Stock. Intersil Holding has determined that the issuance of the subordinated
notes, the Intersil Holding Preferred Stock, the Intersil Holding Common Stock,
the warrants, the options to purchase Intersil Holding Preferred Stock were
exempt from registration under Section 4(2) of the Securities Act of 1933, as
amended.
Also in connection with the Acquisition, Intersil offered Senior
Subordinated Notes due 2009, the old notes, to "qualified institutional buyers"
(as defined in Rule 144A under the Securities Act). That offering was
consummated on August 13, 1999 with the sale of 200,000 units, each unit
consisting of one 13 1/4% Senior Subordinated Note due 2009 of Intersil with a
principal amount of $1,000 and one warrant to purchase 18,5185 shares of
Intersil Holding's Class A Common Stock. An exchange offer registration
statement filed by Intersil became effective on January 12, 2000 with respect to
the exchange of the old notes for registered notes having substantially
identical terms, the new notes. A registration statement was filed by Intersil
Holding on November 20, 1999 to register the warrants and the shares of Common
Stock issuable upon exercise of the warrants.
Pursuant to the 1999 Equity Compensation Plan, Intersil Holdings granted
certain salaried officers and key employees options to acquire 1,549,333 shares
of Intersil Holding Class A Common Stock, effective as of August 14, 1999. The
options vest 20% per year over five years, and 20% became immediately vested
upon the initial public offering. Intersil Holding has determined that the
issuance of the options to purchase Intersil Holding Common Stock were exempt
from registration under Section 4(2) of the Securities Act of 1933, as amended.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
Incorporated by reference to the Exhibit Index following page II-4 hereof.
(b) Financial Statement Schedules:
Schedule I Condensed Financial Information of Registrant
The information required by Schedule I is included in the notes to the
Consolidated Financial Statements.
II-2
<PAGE>
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS $)
<TABLE>
<CAPTION>
ADDITIONS
CHARGED ADDITIONS BALANCE
BALANCE AT TO COSTS CHARGED DEDUCTION AT
BEGINNING AND TO OTHER FROM END OF
OF PERIOD EXPENSES ACCOUNTS RESERVES PERIOD
---------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Valuation and qualifying accounts deducted from the
assets to which they apply:
ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
2000................................................... $ 582 $ 423 $ 395 $ 59 $ 1,341
1999................................................... $ 571 $ 487 $ -- $ 476 $ 582
1998................................................... $ 1,336 $ 324 $ -- $ 1,089 $ 571
INVENTORY RESERVE
2000................................................... $ 18,117 $38,074 $ 573 $34,831 $21,933
1999................................................... $ 24,482 $ 8,373 $ 257 $14,995 $18,117
1998................................................... $ 31,736 $ 9,846 $ 120 $17,220 $24,482
DISTRIBUTOR RESERVES
2000................................................... $ 6,542 $37,408 $ -- $36,584 $ 7,366
1999................................................... $ 6,189 $52,965 $ -- $52,612 $ 6,542
1998................................................... $ 11,278 $66,062 $ -- $71,151 $ 6,189
</TABLE>
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable and therefore have been
omitted.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes that:
(1) for the purpose of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in the form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be a part of this registration statement as of the time it was declared
effective; and
(2) for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
below-named Registrant has duly caused this Amendment No. 2 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on the 13th day of
September, 2000.
INTERSIL HOLDING CORPORATION
By: GREGORY L. WILLIAMS
----------------------------------
Gregory L. Williams
Chief Executive Officer and
Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities indicated on September 13, 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)
* Director
------------------------------------------------------
Robert W. Conn
* Director
------------------------------------------------------
Gary E. Gist
* Director
------------------------------------------------------
Jan Peeters
* Director
------------------------------------------------------
Robert N. Pokelwaldt
* Director
------------------------------------------------------
James A. Urry
*By: STEPHEN M. MORAN
------------------------------------------------
Stephen M. Moran
Attorney-in-fact
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
---------- -------------------------------------------------------------------------------------------------------
<S> <C>
1.01 Form of Underwriting Agreement.**
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).
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).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
---------- -------------------------------------------------------------------------------------------------------
<S> <C>
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)).
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.**
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
---------- -------------------------------------------------------------------------------------------------------
<S> <C>
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).
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).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
---------- -------------------------------------------------------------------------------------------------------
<S> <C>
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).
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).
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<S> <C>
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).
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).
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
---------- -------------------------------------------------------------------------------------------------------
<S> <C>
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.**
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.**
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 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 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 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 (included on Signature Page previously filed).
27.01 Financial Data Schedule (previously filed).
</TABLE>
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* To be filed.
** Filed herewith.
