<PAGE>
As filed with the Securities and Exchange Commission on October __, 1995
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------
MICROSEMI CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 95-2110371
(State of incorporation) (I.R.S. Employer Identification No.)
2830 South Fairview Street, Santa Ana, California 92704
(Address of principal executive offices)
-------------------------------------
1987 MICROSEMI CORPORATION STOCK PLAN
-------------------------------------
(Full title of plan)
-------------------------------------
David R. Sonksen,
Vice President--Finance, Chief Financial Officer, Secretary and Treasurer
Microsemi Corporation
2830 South Fairview Street, Santa Ana, California 92704
(Name and address of agent for service)
(714) 979-8220
(Telephone number, including area code, of agent for service)
Copy to:
Nick E. Yocca, Esq.
Nicholas J. Yocca, Esq.
Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Securities Amount To Be Offering Aggregate Amount of
To Be Registered Registered(1) Price Per Share Offering Price(2) Registration Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.20 par value 252,060 shares $8.6875 $2,189,771.40 $755.10
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Includes such indeterminate number of additional shares of Common Stock
that may become issuable pursuant to the anti-dilution adjustment
provisions of the 1987 Microsemi Corporation Stock Plan, as amended (the
"Plan").
(2) The aggregate offering price for 252,060 additional shares of Common Stock
registered hereby, which are to be offered to the Registrant's employees,
directors, advisors or consultants pursuant to the Plan, is estimated
solely for the purpose of calculating the registration fee, in accordance
with General Instruction E. to Form S-8 Rule 457(h)(1), on the basis of the
price of securities of the same class as determined in accordance with Rule
457(c), using the average of the high and low prices of the Common Stock of
the Registrant reported on the NASDAQ National Market System on October 11,
1995.
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
On February 25, 1994, the stockholders of Microsemi Corporation, a Delaware
corporation (the "Registrant"), approved certain amendments of the Registrant's
1987 MICROSEMI CORPORATION STOCK PLAN (as amended, herein the "Plan").
The contents of the registration statement of the Registrant on Form S-8
filed with the Securities and Exchange Commission (the "Commission") on August
25, 1987, Registration No. 33-16711, as then existing (the "Original Form
S-8"), relating to 750,000 shares of Common Stock, par value $.20 par value per
share (the "Common Stock"), registered to be offered pursuant to the Plan are
hereby incorporated herein by reference.
The registrant hereby incorporates the following in this Registration
Statement (herein called the "Registration Statement") by this reference:
The portion entitled "AMENDMENTS OF THE 1987 PLAN (Proposal 2)" on
pages 14 through 21 of the Notice of Annual Meeting on February 25, 1994
and Proxy Statement for the annual meeting of stockholders of the
Registrant held February 25, 1994 (the "1994 Proxy Statement") as filed on
or about December 29, 1993 pursuant to Section 14 of the Securities
Exchange Act of 1934 (the "Exchange Act") with the Commission and first
mailed or given to holders of the Common Stock on January 23, 1994. The
paragraph numbered "2." relating to Proposal 2, on the page entitled
"NOTICE OF ANNUAL MEETING OF STOCKHOLDERS" preceding page 1, entitled
"PROXY STATEMENT," of the 1994 Proxy Statement is also incorporated herein
by reference.
The Compensation Committee Report and the Performance Graph were not
filed as proxy solicitation material with the Commission. None of such
information shall be construed to be incorporated herein. Regardless of
any absence of this statement in other filings of the Registrant with the
Commission, in no event are the Compensation Committee Report, the
Performance Graph, and the Annual Report to Stockholders, to be construed
as incorporated in any such filing unless expressly incorporated therein by
reference.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
Number Description
------ -----------
<C> <S>
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation, Counsel to the Registrant
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5)
23.2 Consent of Price Waterhouse LLP, Independent Accountants
24.1 Power of Attorney
</TABLE>
2
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 19. Indemnification of Directors and Officers.
(a) Section 145 of the Delaware General Corporation Law makes
provision for the indemnification of officers and directors in terms
sufficiently broad to include indemnification under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). Section 145 of the
Delaware General Corporation Law permits indemnification by a corporation of its
officers and directors against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by them in
connection with actions or proceedings against them if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reason to believe their conduct was unlawful. Section 145
provides that no indemnification may be made, however, without court approval,
in respect of any claim as to which the officer or director is adjudged to be
liable to the corporation. Such indemnification provisions of Delaware law are
expressly not exclusive of any other rights which the officers or directors may
have under the corporation's by-laws or agreements, pursuant to the vote of
stockholders or disinterested directors or otherwise.
(b) The Restated Certificate of Incorporation of the registrant
provides that the registrant will, to the maximum extent permitted by law,
indemnify each of its officers and directors against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of the fact any such person is or was a
director or officer of the registrant.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Ana, State of California on the 6th day of
October, 1995.
MICROSEMI CORPORATION
By: /s/DAVID R. SONKSEN
-------------------------------------------
David R. Sonksen
Vice President--Finance,
Chief Financial Officer, Secretary and Treasurer
4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/PHILIP FREY, JR.* Chairman of the Board, October 6, 1995
- ------------------------- Chief Executive Officer
Philip Frey, Jr. and President
/s/DAVID R. SONKSEN Vice President--Finance, October 6, 1995
- ------------------------- Chief Financial Officer,
David R. Sonksen (Chief Accounting Officer)
Treasurer and Secretary
/s/JIRI SANDERA* Vice President, Engineering October 6, 1995
- ------------------------- and Director
Jiri Sandera, Ph.D.
/s/BRAD DAVIDSON* Director October 6, 1995
- -------------------------
Brad Davidson
/s/ROBERT B. PHINIZY* Director October 6, 1995
- -------------------------
Robert B. Phinizy
/s/JOSEPH M. SCHEER* Director October 6, 1995
- -------------------------
Joseph M. Scheer
/s/MARTIN H. JURICK* Director October 6, 1995
- -------------------------
Martin H. Jurick
</TABLE>
*By David R. Sonksen, as attorney in fact
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation, Counsel to the Registrant
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5)
23.2 Consent of Price Waterhouse LLP, Independent Accountants, re:
Financial Statements of Microsemi Corporation
24.1 Power of Attorney
</TABLE>
6
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF STRADLING, YOCCA, CARLSON & RAUTH]
October 6, 1995
Microsemi Corporation
2830 South Fairview Street
Santa Ana, CA 92704
Re: Registration Statement on Form S-8: Registration No. 33-16711;
Microsemi Corporation Common Stock, par value $.20 per share
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8,
Registration No. 33- (as amended, the "Registration Statement") being filed
by Microsemi Corporation, a Delaware corporation (the "Company") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
to register 252,060 additional shares, subject to anti-dilution adjustments, of
the Company's Common Stock, par value of $.20 per share (the "Common Stock").
Said shares of Common Stock are to be issued under the 1987 Microsemi
Corporation Stock Plan. Unless specifically defined herein or the context
requires otherwise, capitalized terms used herein shall have the meanings
ascribed to them in the Registration Statement.
In our capacity as your counsel in connection with this transaction, we
have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the authorization, issuance and
sale of the Common Stock.
In such examination, we have assumed the authenticity of all documents
submitted to us as originals, the conformity with originals of all documents
submitted to us as copies and the genuineness of all signatures. We have also
assumed the legal capacity of all natural persons and that, with respect to all
parties to agreements or instruments relevant hereto other than the Company,
such parties had the requisite power and authority to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action and have been executed and
delivered by such parties and that such agreements or instruments are the valid,
binding and enforceable obligations of such parties.
Based upon the foregoing and the compliance with applicable state
securities laws and the additional proceedings to be taken by the Company as
referred to above, we are of the opinion that the Common Stock has been duly
authorized, and when issued upon payment therefor in the manner provided in the
Plan, the Common Stock will be validly issued, fully paid and nonassessable.
<PAGE>
Our opinions herein are limited to the effect on the subject transaction of
United States Federal law and the General Corporation Law of the State of
Delaware. We assume no responsibility regarding the applicability thereto, or
the effect thereon, of the laws of any other jurisdiction.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ STRADLING, YOCCA, CARLSON & RAUTH
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 16, 1994 appearing on page 14
of Microsemi Corporation's Annual Report on Form 10-K for the year ended
October 2, 1994.
/s/PRICE WATERHOUSE LLP
- -----------------------------------
PRICE WATERHOUSE LLP
Costa Mesa, California
October 12, 1995
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
We, the undersigned officers and directors of Microsemi Corporation, do
hereby constitute and appoint Philip Frey, Jr.; David R. Sonksen; and Jiri
Sandera, Ph.D., or any one or more of them, our true and lawful attorneys-in-
fact and agents, each with full power of substitution and resubstitution, for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents, or such person's or persons' substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/PHILIP FREY, JR. Chairman of the Board, May 31, 1995
- ------------------------- Chief Executive Officer
Philip Frey, Jr. and President
/s/DAVID R. SONKSEN Vice President--Finance, May 31, 1995
- ------------------------- Chief Financial Officer,
David R. Sonksen (Chief Accounting Officer)
Treasurer and Secretary
/s/JIRI SANDERA Vice President, Engineering May 31, 1995
- ------------------------- and Director
Jiri Sandera, Ph.D.
/s/BRAD DAVIDSON Director May 31, 1995
- -------------------------
Brad Davidson
/s/ROBERT B. PHINIZY Director May 31, 1995
- -------------------------
Robert B. Phinizy
/s/JOSEPH M. SCHEER Director May 31, 1995
- -------------------------
Joseph M. Scheer
/s/MARTIN H. JURICK Director May 31, 1995
- -------------------------
Martin H. Jurick
</TABLE>
